Common use of Conditions to Effectiveness of Amendment Clause in Contracts

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this Amendment shall be effective as of the Second Amendment Effective Date subject only to the satisfaction of each of the following conditions: (a) The Purchasers shall have received this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent. (b) As of the Second Amendment Effective Date, (i) no Default or Event of Default shall have occurred and be continuing other than as are being waived pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewith; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedules.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective as of on the Second date (the “Amendment No. 4 Effective Date subject only to the satisfaction of each of Date”) that the following conditionsconditions have been satisfied: (a) The Purchasers Agent shall have received a counterpart of this Amendment, executed and delivered by a duly authorized officer of each Loan Party; (b) Agent shall have received a counterpart of this Amendment, executed and delivered by the Credit (i) Additional Term B-4 Lender, (ii) Additional Term B-5 Lender, (iii) Additional Term B-6 Lender and (iv) Consents from Lenders constituting the Required Lenders, provided that the Additional Term B-4 Lender, the Additional Term B-5 Lender and the Additional Term B-6 Lender shall be deemed to have consented to this Amendment; (c) Agent shall have received an executed Joinder entered into by the Additional Term B-6 Lender, Holdings and the Borrowers, and acknowledged by the Administrative Agent; (d) Agent shall have received an executed Joinder entered into by the Additional Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Administrative Agent; (e) Agent shall have received an executed Joinder entered into by the Additional Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Administrative Agent; (f) Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties, (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Purchasers Loan Parties, (C) from ▇▇▇▇▇▇ PLC, Michigan counsel to the Loan Parties, (D) from Ice ▇▇▇▇▇▇, LLP, Indiana counsel to the Loan Parties, (E) from ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, Maine counsel to the Loan Parties, and (F) from ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, Ohio counsel to the Loan Parties, in each case addressed to the Agent and the Collateral AgentTerm Lenders; (g) Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment Fee NotesNo. 4 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 4 Effective Date or, if applicable, that no modifications have been made to such documents since, with respect to (aa) the subsidiaries of Albertsons Companies, LLC that are Subsidiary Guarantors, Safeway Inc. and the subsidiaries of Safeway Inc. that are Subsidiary Guarantors, January 30, 2015, (bb) Albertsons Companies, LLC, December 21, 2015, (cc) New ▇▇▇▇▇▇▇▇▇’▇, Inc. and its subsidiaries that are Subsidiary Guarantors (other than ASP Realty, LLC), December 21, 2015 and (dd) ASP Realty, LLC, January 28, 2016, (B) that attached thereto is a true and complete copy of resolutions duly executed adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the Purchasers borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the Collateral Agent.incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (bh) As Agent shall have received a certificate of an authorized officer of the Second Parent Borrower dated the Amendment No. 4 Effective Date, Date certifying that (i) each of the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 4 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing other than as are being waived pursuant and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to the Limited Waiver and Release among the parties hereto and dated of even date herewithbe likely to have a Material Adverse Effect; (iii) The Parent Borrower shall have paid (or have caused to be paid), (a) to the representations Amendment No. 4 Arrangers in immediately available funds, all fees owing to the Amendment No. 4 Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and warranties of the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date No. 4 Arrangers, (except b) to the extent expressly made invoiced, all reasonable and documented out-of-pocket expenses of the Amendment No. 4 Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP), (c) to the Administrative Agent, for the account of each Term B-6 Lender, a closing fee of 0.25% of such Lender’s Term B-6 Loans, (d) to the Administrative Agent, for the account of each Replacement Term B-5 Lender, a closing fee of 0.25% of such Lender’s Replacement Term B-5 Loans and (e) to the Administrative Agent, for the account of each Replacement Term B-4 Lender, a closing fee of 0.25% of such Lender’s Replacement Term B-4 Loans; (i) Subject to subsection (h) above, the conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before and after giving effect to the Borrowing and (ii) after giving effect to the establishment of the Term B-6 Loans, and the borrowings thereunder, on the Amendment No. 4 Effective Date, the Borrowers shall be in compliance with Section 2.8 of the Term Loan Agreement; (k) Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O to the Term Loan Agreement; (l) Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 4 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (m) Agent shall have received a Committed Loan Notice for the Term Loans; (n) Agent shall have received, at least five (5) Business Days prior date (other than to the Closing Amendment No. 4 Effective Date, which shall be read all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to be the Second Amendment No. 4 Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iiio) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Credit Party shall have performed Mortgaged Property, and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Purchase Agreement are incomplete or inaccurate Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Second Amendment Effective Date, Term Loan Agreement and the Credit Parties shall deliver updated schedulesapplicable provisions of the Collateral Documents.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this Amendment shall be effective as of the Second Amendment Effective Date subject only to the satisfaction of each of the following conditions: (a) The Purchasers shall have received amendments set forth in Part I of this Amendment, duly executed by Amendment (other than the Credit Parties, amendments solely relating to transaction costs associated with the Purchasers IPO referred to in clause (a)(iv)(B) of the “Consolidated EBITDA” definition and the Collateral Agent, and corresponding reference in the Amendment Fee Notes, duly executed by “Excess Cash Flow” definition) shall be effective on the Borrowers, the Purchasers and the Collateral Agent. (b) As date on which all of the Second Amendment following conditions precedent have been satisfied or waived (the “First Effective Date,”): (i) The Administrative Agent (or its counsel) shall have received a counterpart of this Amendment, executed and delivered by a duly authorized officer of each of (A) Holdings, (B) the Borrower and (C) the Required Lenders; (ii) The Borrower shall have paid all fees and expenses of the Administrative Agent, including the reasonable fees and expenses of counsel to the Administrative Agent; (iii) After giving effect to the Amendment, no Default or Event of Default shall have occurred and be continuing other than continuing; and (iv) The Administrative Agent shall have received such fees as are being separately agreed between the Administrative Agent (or any of its Affiliates) and the Borrower. (b) The amendments set forth in Part II of this Amendment (together with the amendments set forth in Part I solely relating to transaction costs associated with the IPO referred to in clause (a)(iv)(B) of the “Consolidated EBITDA” definition and the corresponding reference in the “Excess Cash Flow” definition) shall be effective on the date on which all of the following conditions precedent have been satisfied or waived pursuant to (the Limited Waiver and Release among the parties hereto and dated of even date herewith;“Second Effective Date”): (i) The conditions set forth in Section 10(a) above shall have been satisfied; and (ii) (A) The IPO shall have been consummated on or before September 30, 2004, and (B) the representations Borrower shall have purchased, retired or redeemed (or made arrangements satisfactory to the Administrative Agent to do so; it being understood that open market purchases, a cash tender offer pursuant to documents provided to the Administrative Agent on or before the Second Effective Date and warranties arrangements for redemptions pursuant to the Senior Subordinated Note Indenture are all satisfactory to the Administrative Agent) the Loans or the Senior Subordinated Notes in an aggregate principal amount not less than $75,000,000. (c) The amendment set forth in Part III of this Amendment shall be effective on the date on which all of the Credit Parties contained in ARTICLE V of following conditions precedent have been satisfied or waived (the Amended Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment “Third Effective Date), ”): (i) The conditions set forth in which case such representations and warranties Section 10(a) above shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreementhave been satisfied; and (iiiii) each Credit Party The Administrative Agent (or its counsel) shall have performed received (after giving effect to any assignments entered into pursuant to Section 2.20) a counterpart of this Amendment, executed and complied with all delivered by a duly authorized officer of each of the terms, covenants, agreements Lenders with Term Loan Commitments. (d) The Administrative Agent shall notify the Borrower and conditions to be performed each Lender (via IntraLinks or complied with such other means reasonably determined by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as Administrative Agent) of the Second Amendment occurrence of the First Effective Date, the Credit Parties shall deliver updated schedulesSecond Effective Date and the Third Effective Date.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective as of on the Second date (the “First Amendment Effective Date subject only to the satisfaction of each Date”) on which all of the following conditionsconditions precedent have been satisfied or waived: (a) The Purchasers shall have received this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent. (b) As of the Second Amendment Effective Date, (i) no Default or Event of Default the General Administrative Agent shall have occurred received a counterpart of this Amendment, executed and be continuing delivered by a duly authorized officer of the U.S. Borrower, the other than as are being waived pursuant Borrowers, the Majority Lenders and Extending Lenders to the Limited Waiver and Release among extent required by clause (vi) below; provided that any Lender may signify its consent to this Amendment by instead executing a “lender addendum” in a form as provided by the parties hereto and dated of even date herewithAdministrative Agent; (ii) the representations General Administrative Agent shall have received an executed Acknowledgment and warranties of the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing DateConsent, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form set forth at the end of updated Schedules to the Purchase Agreement; andthis Amendment, from each Loan Party signatory thereto; (iii) each Credit Party the General Administrative Agent shall have performed and complied with all received (a) for distribution to each Term Lender which has delivered an executed counterpart of this Amendment to the terms, covenants, agreements and conditions to be performed or complied with by it General Administrative Agent on or prior to the Second First Amendment Effective Date, an amendment fee equal to 1.00% of such Term Lender’s outstanding Term Loans on the First Amendment Effective Date (other than any failure it being agreed that the amendment fee is payable to perform or comply with a Term Lender only if such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, Term Lender has delivered an executed counterpart of this Amendment to the extent that any schedules General Administrative Agent on or prior to the Purchase Agreement are incomplete time that the General Administrative Agent has received executed counterparts of this Amendment from the Majority Lenders, as determined by the General Administrative Agent in its sole discretion) and (b) all other fees and amounts due and payable on or inaccurate prior to the First Amendment Effective Date for which invoices have been presented, including all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document; (iv) the General Administrative Agent shall have received such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the General Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party; (v) the General Administrative Agent shall have received evidence reasonably satisfactory to it that the U.S. Borrower has given an irrevocable call notice to redeem all 2009 Notes outstanding on the First Amendment Effective Date and has taken such other steps in connection with the redemption of the Second 2009 Notes as the General Administrative Agent may reasonably require; and (vi) the General Administrative Agent shall have received evidence reasonably satisfactory to it that the aggregate principal amount of the Tranche A U.S. Revolving Credit Commitments on the First Amendment Effective Date, Date (after giving effect to the minimum Revolving Credit Parties shall deliver updated schedulesCommitment Reduction of 33.33% and any simultaneous addition of any new U.S. Revolving Lenders pursuant to Section 2.6 of the Existing Credit Agreement) will be not less than $700,000,000.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective as of on the Second date (the “Amendment No. 3 Effective Date subject Date”) when, and only to the satisfaction of when, each of the following conditions:conditions have been satisfied (or waived by the Administrative Agent and each Lender party hereto): (a) The Purchasers Administrative Agent shall have received from (i) the Required Lenders, (ii) Holdings and (iii) the Borrower a duly executed counterpart of this Amendment signed on behalf of such party (which may include facsimile or other electronic transmission of a signed signature page of this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent). (b) As of the Second Amendment Effective Date, (i) no Default or Event of Default shall have occurred and be continuing other than as are being waived pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewith; (ii) the The representations and warranties of the Credit Parties contained each Loan Party set forth in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents Section 2 shall be true and correct in all material respects (or in all respects to the extent already qualified by or subject to a “material adverse effect,” “material adverse change” or similar term or qualification) on and as of the Second Amendment No. 3 Effective Date Date, with the same effect as if though made on the Second Amendment Effective Date (except and as of such date; provided that to the extent such representations and warranties expressly made as of a prior date (other than the Closing Daterelate to an earlier date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct in all material respects (or in all respects to the extent already qualified by or subject to a “material adverse effect,” “material adverse change” or similar term or qualification) as of such earlier date). (c) The Borrower shall have paid (i) all fees payable to any Lender, the Administrative Agent or any of their respective affiliates as agreed between such Lender or the Administrative Agent and the Borrower and (ii) all reasonable fees, expenses and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as counsel for the Administrative Agent, incurred in connection with updated qualifications the preparation, negotiation and exceptions to such representations and warranties as execution of the Second Amendment Effective Date being disclosed to the Purchasers this Amendment, in the form case of updated Schedules to the Purchase Agreement; and clause (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writingii), and, to the extent that any schedules invoiced at least three (3) Business Days prior to the Purchase date hereof. (d) The CARES Act Loan Agreement are incomplete or inaccurate as shall have been executed by the Borrower, and the Administrative Agent shall have received a copy of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedulessame.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective as of on the Second date (the “Amendment No. 1 Effective Date subject only to the satisfaction of each of Date”) that the following conditionsconditions have been satisfied: (a) The Purchasers Agent shall have received a counterpart of this Amendment, executed and delivered by a duly authorized officer of each Loan Party; (b) Agent shall have received a counterpart of this Amendment, executed and delivered by the Credit Term B-5 Lender; (c) Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties, (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Purchasers Loan Parties, (C) from ▇▇▇▇▇▇ PLC, Michigan counsel to the Loan Parties, (D) from Ice ▇▇▇▇▇▇, LLP, Indiana counsel to the Loan Parties, (E) from ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, Maine counsel to the Loan Parties, and (F) from ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, Ohio counsel to the Loan Parties, in each case addressed to the Agent and the Collateral AgentTerm B-5 Lenders; (d) Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment Fee NotesNo. 1 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 1 Effective Date or, if applicable, that no modifications have been made to such documents since January 30, 2015 or November 23, 2015, as applicable, (B) that attached thereto is a true and complete copy of resolutions duly executed adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of the Amendment and, in the case of the Borrowers, the Purchasers borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the Collateral Agent.incumbency and specimen signature of each officer executing the Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (be) As Agent shall have received a certificate of an authorized officer of the Second Parent Borrower dated the Amendment No. 1 Effective Date, Date certifying that (i) each of the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 1 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect; (f) The Parent Borrower shall have paid (or have caused to be paid), (a) to the Amendment No. 1 Arrangers (as defined below) in immediately available funds, all fees owing to the Amendment No. 1 Arrangers in connection with arranging Amendment No. 1 as separately agreed to in writing by New Holdings (as defined below) and the Amendment No. 1 Arrangers and (b) to the extent invoiced, all reasonable and documented out-of-pocket expenses of the Amendment No. 1 Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP); (i) Subject to subsection (e) above, the conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before and after giving effect to the Borrowing and (ii) after giving effect to the establishment of the Term B-5 Loans, and the borrowings thereunder, on the Amendment No. 1 Effective Date, the Borrowers shall be in compliance with Section 2.8 of the Term Loan Agreement; (h) Agent shall have received a solvency certificate signed by the Chief Financial Officer of New Holdings substantially in the form attached as Exhibit O to the Term Loan Agreement; (i) Agent shall have received results of searches or other than evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being waived pursuant tendered concurrently with the Amendment No. 1 Effective Date or other arrangements satisfactory to the Limited Waiver Agent for the delivery of such termination statements and Release among the parties hereto releases, satisfactions and dated of even date herewithdischarges have been made; (j) Agent shall have received a Committed Loan Notice for the Term B-5 Loans; (k) Agent shall have received, at least five (5) Business Days prior to the Amendment No. 1 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to the Amendment No. 1 Effective Date; (l) Refinancing shall have been consummated with the proceeds from the Term B-5 Loans and Agent shall have received a payoff letter from the agent for the lenders under the NAI Credit Agreement, reasonably satisfactory in form and substance to the Agent evidencing that, upon receipt of any payments specified therein, the NAI Credit Agreement has been or concurrently with the Effective Date is being terminated, all obligations thereunder are being paid in full, and all Liens securing obligations under the NAI Credit Agreement have been or concurrently with the Effective Date are being released; and (m) The Agent shall have received reasonable evidence of both (i) the merger of Albertson’s Holdings LLC with and into Albertsons Companies, LLC (“New Holdings”) and (ii) the representations merger of NAI Holdings LLC with and warranties of the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedulesinto New Holdings.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective as of on the Second Amendment Effective Date subject only to the satisfaction of first Business Day on which each of the following conditionsconditions is satisfied: (a) The Purchasers Administrative Agent shall have received this Amendment(i) (I) from each Cashless Option Tranche B-2 Lender and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Lenders, duly executed by (ii) from the Credit Parties, the Purchasers and the Collateral Administrative Agent, and (iii) from the Borrower and Holdings, either (x) a counterpart of this Amendment Fee Notes(or, duly executed by in the Borrowerscase of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory to the Purchasers and the Collateral Agent.Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) As of The Borrower shall have paid to all Existing Term Loan Lenders on the Second Amendment No. 4 Effective Date,, simultaneously with the making (or deemed making) of Tranche B-3 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties. The Borrower, Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) no Default or Event of Default shall have occurred the Amendment No. 4 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 Effective Date and be continuing other than as are being waived pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewith; (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 4 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 4 Effective Date; (e) The representations and warranties of the Credit Parties contained set forth in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents Section 2 above shall be true and correct correct; (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers substantially in the form of updated Schedules Exhibit E to the Purchase Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 Effective Date or a recent date prior thereto; and (iiig) each Credit Party The Administrative Agent shall have performed and complied with all received a Notice of Borrowing in respect of the terms, covenants, agreements and conditions to be performed or complied Tranche B-3 Term Loans in accordance with by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as Section 2.3 of the Second Amendment Effective Date, the Amended Credit Parties shall deliver updated schedulesAgreement.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective as of on the Second date (the “Amendment No. 5 Effective Date subject only to the satisfaction of each of Date”) that the following conditionsconditions have been satisfied: (a) The Purchasers the Agent shall have received a counterpart of this Amendment, executed and delivered by a duly authorized officer of each Loan Party; (b) the Agent shall have received (x) a counterpart of this Amendment, executed and delivered by the Credit (i) 2016-2 Additional Term B-4 Lender, (ii) 2016-2 Additional Term B-5 Lender and (iii) 2016-1 Additional Term B-6 Lender and (y) Consents from Lenders constituting the Required Lenders, provided that the 2016-2 Additional Term B-4 Lender, the 2016-2 Additional Term B-5 Lender and the 2016-1 Additional Term B-6 Lender shall be deemed to have consented to this Amendment; (c) the Agent shall have received an executed Joinder entered into by the 2016-1 Additional Term B-6 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (d) the Agent shall have received an executed Joinder entered into by the 2016-2 Additional Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (e) the Agent shall have received an executed Joinder entered into by the 2016-2 Additional Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties and (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan Parties, in each case addressed to the Purchasers Agent and the Collateral AgentTerm Lenders; (g) the Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment Fee NotesNo. 5 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 5 Effective Date or, if applicable, that no modifications have been made to such documents since, with respect to (aa) the subsidiaries of Albertsons Companies, LLC that are Subsidiary Guarantors and Safeway Inc. and the subsidiaries of Safeway Inc. that are Subsidiary Guarantors, January 30, 2015, (bb) Albertsons Companies, LLC, December 21, 2015, (cc) New ▇▇▇▇▇▇▇▇▇’▇, Inc. and its subsidiaries that are Subsidiary Guarantors (other than ASP Realty, LLC, Giant of Salisbury, Inc. and Collington Services LLC), December 21, 2015, (dd) ASP Realty, LLC, January 28, 2016 and (ee) Giant of Salisbury, Inc. and Collington Services LLC, November 16, 2016 (B) that attached thereto is a true and complete copy of resolutions duly executed adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the Purchasers borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the Collateral Agent.incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (bh) As the Agent shall have received a certificate of an authorized officer of the Second Parent Borrower dated the Amendment No. 5 Effective Date, Date certifying that (i) each of the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 5 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing other than as are being waived pursuant and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to the Limited Waiver and Release among the parties hereto and dated of even date herewithbe likely to have a Material Adverse Effect; (iii) The Parent Borrower shall have paid (or have caused to be paid), (a) to the representations Amendment No. 5 (2016-2) Arrangers (as defined herein) in immediately available funds, all fees owing to the Amendment No. 5 (2016-2) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and warranties of the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement Amendment No. 5 (2016-2) Arrangers and in the other Operative Documents shall be true and correct as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except b) to the extent expressly made invoiced, all reasonable and documented out-of-pocket expenses of the Amendment No. 5 (2016-2) Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP); (i) Subject to subsection (h) above, the conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before and after giving effect to the Borrowing; (k) the Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O to the Term Loan Agreement; (l) the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 5 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Agent shall have received, at least five (5) Business Days prior date (other than to the Closing Amendment No. 5 Effective Date, which shall be read all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to be the Second Amendment No. 5 Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iiio) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Credit Party shall have performed Mortgaged Property, and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Purchase Agreement are incomplete or inaccurate Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Second Amendment Effective Date, Term Loan Agreement and the Credit Parties shall deliver updated schedulesapplicable provisions of the Collateral Documents.

Conditions to Effectiveness of Amendment. The amendments to the Amended Existing Purchase Agreement in this Amendment shall be effective as of the Second First Amendment Effective Date subject only to the satisfaction of each of the following conditions: (a) The Purchasers shall have received this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Agent, and the Amendment Fee Notes, Agent duly executed by the Borrowers, the Purchasers and the Collateral Agent. (b) All conditions set forth in Section 4.5 shall have been satisfied or waived, and any updates to schedules required under Section 4.5(e) are attached as Exhibit B to this First Amendment to Second Amended and Restated SPA (which attachment includes the updated Schedule 1.1(d)). (c) As of the Second First Amendment Effective Date, (i) no Default or Event of Default shall have occurred and be continuing other than as are being waived pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewithcontinuing; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second First Amendment Effective Date as if made on the Second First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second First Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase AgreementAgreement attached hereto as Exhibit B; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the Second First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedules.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective as of on the Second Amendment Effective Date subject only to the satisfaction of first Business Day on which each of the following conditionsconditions is satisfied: (a) The Purchasers Administrative Agent shall have received (i) from each Existing Term Loan Lender with a Tranche B-1 Term Loan Commitment and from Additional Tranche B-1 Term Loan Lenders having Additional Tranche B-1 Term Loan Commitments equal in principal amount to the amount of Existing Term Loans held by Non-Consenting Existing Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, (iii) from the Required Lenders and (iv) from the Borrower and each Guarantor, either (x) a counterpart of this Amendment signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent.) that such party has signed a counterpart of this Amendment; (b) As of The Borrower shall have paid to all Existing Term Loan Lenders on the Second Amendment No. 1 Effective Date,, simultaneously with the making of Tranche B-1 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 1 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties. The Borrower, the other Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 1 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 1 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 1 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 1 Effective Date; (e) At the time of and immediately after giving effect to the Amendment no Default or Event of Default shall have occurred and be continuing other than as are being waived pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewith;continuing; and (iif) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the representations and warranties of the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct Borrower, dated as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers substantially in the form of updated Schedules Exhibit E to the Purchase Credit Agreement; and , with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (iiiB) each Credit Party shall have performed and complied with all (B) (x) a copy of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as resolutions of the Second board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment Effective Date(and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (y) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and the Borrower and (z) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings and the Borrower executing the Credit Parties shall deliver updated schedulesDocuments to which it is a party.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be effective as of the Second First Amendment Effective Date subject only to the satisfaction of each of the following conditions: (a) The Purchasers shall have received this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent. (b) As of the Second First Amendment Effective Date,, and giving effect to the First Amendment and the 2019 Equity Issuance; (i) no Default or Event of Default shall have occurred and be continuing other than as are being waived pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewithcontinuing; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Amended Original Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second First Amendment Effective Date as if made on the Second First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the Second First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement hereto are incomplete or inaccurate as of the Second First Amendment Effective Date, the Credit Parties shall deliver updated schedules. (c) The Collateral Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 of the Original Purchase Agreement and the Fee Letter.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective as of the Second Amendment Effective Date subject only to upon the satisfaction of each of the following conditions:; provided that all such conditions are satisfied on or prior to December 31, 2009 (the date that all such conditions are so satisfied, the “Amendment No. 1 Effective Date”): (a) The Purchasers Administrative Agent’s receipt of the following, each of which shall have received this Amendmentbe originals, duly or electronic copies or facsimiles followed promptly by originals (unless otherwise specified), each properly executed by the Credit Parties, the Purchasers and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent. (b) As a Responsible Officer of the Second Amendment Effective Date,applicable Loan Party, each in form and substance reasonably satisfactory to the Administrative Agent: (i) no Default or Event executed counterparts of Default shall have occurred this Amendment from the Borrower, Holdings, the Required Lenders, the Majority Revolving Facility Lenders and be continuing other than as are being waived pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewithMajority Term Facility Lenders; (ii) the FNIS Loan Party Guaranty substantially in the form of Exhibit I hereto, duly executed by FNIS and each FNIS Subsidiary Guarantor; (iii) executed counterparts of the Borrower Supplemental Agreement (together with all schedules contemplated thereby, which schedules shall be reasonably satisfactory to the Administrative Agent); (iv) a guaranty supplement substantially in the form of Appendix I hereto or such other form of guaranty or guaranty supplement to guarantee the Guaranteed Obligations (as defined in the FNIS Credit Agreement) in form and substance reasonably satisfactory to the FNIS Administrative Agent (the “FNIS Credit Guaranty”), duly executed by Group Members that are Loan Parties immediately prior the Amendment No. 1 Effective Date; (v) evidence (in form reasonably satisfactory to the Administrative Agent and the FNIS Administrative Agent, as the case may be) of the identity, authority and capacity of each Responsible Officer of each Loan Party (including any FNIS Loan Party) executing this Amendment, the Borrower Supplemental Agreement, the FNIS Loan Party Guaranty or the FNIS Credit Guaranty; (vi) such documents and certifications as the Administrative Agent or the FNIS Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, validly existing, in good standing and qualified to engage in business in its jurisdiction of organization; (vii) opinions of counsel to Holdings, the Borrower and FNIS addressed to the Administrative Agent and each Lender, providing legal opinions substantially similar to those set forth on Appendix II hereto (with standard exceptions and qualifications reasonably acceptable to the Administrative Agent); (viii) opinions of counsel to Holdings, the Borrower and FNIS addressed to the FNIS Administrative Agent and each Consenting Lender that will receive FNIS Term Loans pursuant to the terms of the Debt Exchange Agreement, providing legal opinions substantially similar to those set forth on Appendix III hereto (with standard exceptions and qualifications reasonably acceptable to the FNIS Administrative Agent); (ix) a certificate signed by a Responsible Officer of the Borrower (in such person’s capacity as an officer of the Borrower and not personally) certifying as to the satisfaction of the conditions set forth in Section 14(f) and (g) of this Amendment; (x) a certificate signed by a Responsible Officer of FNIS (in such person’s capacity as an officer of FNIS and not personally) attesting to the Solvency of FNIS and the Restricted Subsidiaries (taken as a whole) and of Holdings and the Group Members (taken as a whole) after giving effect to the FNIS Merger, this Amendment and each of the other transactions contemplated to occur on the Amendment No. 1 Effective Date; (xi) copies (certified to be true and complete by the Borrower) of any amendments to the FNIS Merger Agreement and the disclosure schedules thereto; (xii) a certificate signed by a Responsible Officer of FNIS (in such person’s capacity as an officer of FNIS and not personally) certifying as to the satisfaction of the conditions set forth in Section 14(h) of this Amendment; (xiii) executed counterparts of Amendment No. 1 to the Guarantee and Collateral Agreement, which sets forth the provisions set forth in Section 12 hereof, from the Borrower, Holdings, each subsidiary of Holdings party thereto and the Administrative Agent; (xiv) an acknowledgement and confirmation signed by a Responsible Officer of FNIS Merger Sub (A) acknowledging that (1) after giving effect to the FNIS Merger it shall continue to be a Loan Party, Group Member and Restricted Company under the Loan Documents with the same force and effect as if originally named therein as “Holdings”, (2) each reference to “Holdings” in the Loan Documents, or any schedule, exhibit, appendix, annex or addendum thereto, shall be deemed to be to it and (3) it shall be bound by all of the terms and provisions of the Loan Documents to which Holdings is a party and that it shall be deemed to have ratified and affirmed its continued obligations, liabilities and indebtedness of Holdings thereunder, and (B) confirming that the representations and warranties set forth in Section 13 of this Amendment shall be true and correct in all material respects on and as of the Amendment No. 1 Effective Date, except to the extent such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; (xv) (A) a copy of the articles of organization, including all amendments thereto, of FNIS Merger Sub, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of FNIS Merger Sub as of a recent date, from such Secretary of State, (B) a certificate of the Secretary or Assistant Secretary of FNIS Merger Sub dated the Amendment No. 1 Effective Date and certifying (1) that attached thereto is a true and correct copy of the limited liability company agreement of FNIS Merger Sub as in effect on the Amendment No. 1 Effective Date and at all times since a date prior to the date of the resolutions described in clause (2) below, (2) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors or other governing body of FNIS Merger Sub authorizing the execution, delivery and performance of the Loan Documents to which it is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (3) that the articles of organization of FNIS Merger Sub have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (A) above, and (4) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of FNIS Merger Sub, (C) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (B) above; and (D) such other documents as the Lenders or the Administrative Agent may reasonably request; and (xvi) evidence in form and substance reasonably satisfactory to the Administrative Agent that each Consenting Lender shall have committed to purchase accounts receivable under the FNIS A/R Securitization Facility in an amount sufficient to satisfy the conditions set forth in Section 2(a) of this Amendment. (b) All fees and expenses required to be paid on or before the Amendment No. 1 Effective Date shall have been paid in full in cash. (c) The FNIS Merger Agreement and any material agreement relating thereto shall not have been altered, amended or otherwise changed or supplemented in a manner material and adverse to the Lenders or any condition therein waived in a manner material and adverse to the Lenders, in each case without the consent of the Administrative Agent (which shall not be unreasonably withheld or delayed). The FNIS Merger shall have been consummated, or substantially concurrently consummated, in accordance in all material respects with the terms of the FNIS Merger Agreement. (d) There shall not have occurred between December 31, 2008 and the Amendment No. 1 Effective Date any event, occurrence, change, state of circumstances or condition which, individually or in the aggregate has had or is reasonably likely to have a “Material Adverse Effect” (as defined in the FNIS Merger Agreement and set forth for ease of reference in the annex attached hereto as Annex D) with respect to FNIS, Holdings or FNIS Merger Sub (in its capacity as the surviving entity of its merger with Holdings). (e) The Lenders shall have received (i) audited consolidated financial statements of FNIS for the fiscal year ended December 31, 2008 and (ii) such financial information for periods ending after December 31, 2008 as shall be publicly available prior to the Amendment No. 1 Effective Date (or as may be otherwise delivered to the Borrower pursuant to the FNIS Merger Agreement). The Lenders shall have received pro forma consolidated financial statements as to FNIS and its Subsidiaries (after giving effect to the FNIS Merger) for (x) the 12-month period ending on the last day of the fiscal quarter most recently ended at least forty-five days prior to the Amendment No. 1 Effective Date and (y) the fiscal year ended December 31, 2008 and any subsequent interim period, and forecasts of balance sheets, income statements and cash flow statements for (A) each fiscal quarter of 2009 and 2010 ended after the Amendment No. 1 Effective Date and (B) each fiscal year ending on December 31, 2009 through the fiscal year ending on December 31, 2013. (f) The representations and warranties of the Credit Parties Borrower and Holdings contained in ARTICLE V Section 13 of the Amended Purchase Agreement and in the other Operative Documents this Amendment shall be true and correct in all material respects on and as of the Second Amendment No. 1 Effective Date as if made on the Second Amendment Effective Date (Date, except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read that such representations and warranties specifically refer to be the Second Amendment Effective Date)an earlier date, in which case such representations and warranties they shall be true and correct in all material respects as of such earlier date). (g) No Default shall exist with respect to FNIS, with updated qualifications FNIS Merger Sub, Holdings and exceptions their respective Subsidiaries (including the Borrower) at the time of, or after giving effect to, the Restructuring Transactions and this Amendment. (h) The representations and warranties of FNIS contained in Annex E attached hereto (and made by FNIS pursuant to the Borrower Supplemental Agreement) shall be true and correct in all material respects on and as of the Amendment No. 1 Effective Date, except to the extent such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date. (i) The Debt Exchange Agreement shall have been duly executed by all the Second parties thereto and the Debt Exchange shall have been consummated, or substantially concurrently consummated, in accordance with the terms of the Debt Exchange Agreement. (j) The FNIS Revolving Loan Purchases and the FNIS Term Loan Purchases (other than in respect of the Debt Exchange) described in Section 2 and Section 3 of this Amendment Effective Date being disclosed shall have been consummated, or substantially concurrently consummated, in accordance with such sections. (k) The Administrative Agent shall have received the results of a recent lien search with respect to FNIS Merger Sub in jurisdictions in which filings are to be made pursuant to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party Loan Documents, and such search shall have performed and complied with all reveal no Liens on any of the terms, covenants, agreements and conditions to be performed assets of FNIS Merger Sub except for Liens permitted by Section 7.1 of the Credit Agreement or complied with by it discharged on or prior to the Second Amendment No. 1 Effective Date pursuant to documentation satisfactory to the Administrative Agent. (l) Each document (including any Uniform Commercial Code financing statement) required by the Security Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the assets of FNIS Merger Sub which constitute Collateral, prior and superior in right to any other Person (other than any failure with respect to perform or comply with such terms, covenants, agreements and conditions which Liens expressly permitted by Section 7.1 of the Purchasers have waived in writingCredit Agreement), andshall be in proper form for filing, to the extent that any schedules to the Purchase Agreement are incomplete registration or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedulesrecordation.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective as of the Second Amendment Effective Date subject only to December 29, 2018 upon the satisfaction of each of the following conditions:conditions precedent (the “Sixth Amendment Effective Date”): (a) The Purchasers Each party hereto shall have received executed and delivered this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Amendment to Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent.; (b) As Agent shall have received fully executed copies, in form and substance reasonably satisfactory to Agent, of an amendment to the Term Loan Agreement and an amendment to the fee letter delivered in connection therewith, each dated as of the Second date hereof; (c) Agent shall have received a fully executed copy, in form and substance reasonably satisfactory to Agent, of the Consent and Amendment No. 1 to Intercreditor Agreement, dated as of the date hereof, between Agent and Term Loan Agent, together with a fully executed copy of an acknowledgement and consent thereto executed by each Borrower and each Guarantor; (d) Agent shall have received, in form and substance reasonably satisfactory to Agent, copies of resolutions of the board of directors (or other equivalent governing body or member) of Company authorizing the execution, delivery and performance of this Amendment and amendment described in clause (b) above; (e) All proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be reasonably satisfactory to Agent and its legal counsel; (f) Agent shall have received payment of all fees payable to Agent and Lenders as of the Sixth Amendment Effective Date,, including pursuant to the Fee Letter, dated as of the date hereof, between Company and Agent, and all other fees, charges and disbursements of Agent and its counsel required to be paid pursuant to the Loan Agreement in connection with the preparation, execution and delivery of the Amendment and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith that have been invoiced on or before the date hereof; and (ig) no No Default or Event of Default shall have occurred and be continuing other than as are being waived pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewith; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedulescontinuing.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective as of the Second Amendment Effective Date subject only to upon the satisfaction of each of the following conditions:conditions (the “Amendment No. 1 Effective Date”): (a) The Purchasers Administrative Agent’s receipt of the following, each of which shall have received be originals, or electronic copies or facsimiles followed promptly by originals (unless otherwise specified), each properly executed by a Responsible Officer of the applicable Loan Party, each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this AmendmentAmendment from the Company and the Required Lenders; (ii) a guaranty substantially in the form of Exhibit G (either directly or via a guaranty supplement) or such other form of guaranty or guaranty supplement to guarantee the Guaranteed Obligations in form and substance reasonably satisfactory to the Administrative Agent and the Company, duly executed by eFunds, it being agreed that for so long as the Credit PartieseFunds Bonds are outstanding, eFunds shall guarantee such obligations only up to an amount that is permitted by the Purchasers indenture governing the eFunds Bonds; (iii) executed counterparts of the Subsidiary Guaranty Amendment and the Collateral Company Supplemental Agreement (together with all schedules contemplated thereby, which schedules shall be reasonably satisfactory to the Administrative Agent, and ); (iv) the Amendment Fee NotesPledge Agreement, duly executed by each Loan Party together with: (A) certificates representing any certificated Pledged Equity referred to therein accompanied by undated stock powers executed in blank, (B) a completed Perfection Certificate in the Borrowersform attached hereto as Annex B dated the Amendment No. 1 Effective Date and executed by a Responsible Officer of each Loan Party (or such other form as may be reasonably acceptable to the Administrative Agent); and (C) evidence reasonably satisfactory to the Administrative Agent that the Liens (if any) indicated on a lien search with respect to each Loan Party in the jurisdiction where such Loan Party is located (within the meaning of Section 9-307 of the Uniform Commercial Code as in effect in the State of New York) either (1) with respect to the Company and its subsidiaries existing prior to the time of the eFunds Merger, are permitted by Section 7.01 or (2) with respect to eFunds and its subsidiaries existing at the time of the eFunds Merger, are disclosed on the schedules to the eFunds Merger Agreement or are otherwise permitted to exist by the eFunds Merger Agreement without giving the Company the right to refuse to close on the eFunds Merger as a result of the existence of such Liens; (v) evidence (in form reasonably satisfactory to the Administrative Agent) of the identity, authority and capacity of each Responsible Officer of each Loan Party executing this Amendment, the Purchasers Subsidiary Guaranty Amendment or Subsidiary Guaranty, the Company Supplemental Agreement or any Collateral Document on the Amendment No. 1 Effective Date; (vi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, validly existing, in good standing and qualified to engage in business in its jurisdiction of organization; (vii) opinions of counsel to the Company addressed to each Agent and each Lender providing legal opinions substantially similar to those set forth on Annex C hereto (with standard exceptions and qualifications reasonably acceptable to the Administrative Agent); (viii) a certificate signed by a Responsible Officer of the Company certifying as to the satisfaction of the conditions set forth in Section 15(f) and (g) of this Amendment; (ix) a certificate attesting to the Solvency of the Company and the Collateral AgentRestricted Subsidiaries (taken as a whole) after giving effect to the eFunds Transactions, this Amendment and each of the other transactions contemplated to occur on the Amendment No. 1 Effective Date from the chief financial officer, treasurer or assistant treasurer of the Company; and (x) copies (certified to be true and complete by the Company) of any amendments to the eFunds Merger Agreement and the disclosure schedules thereto. (b) As All fees and expenses required to be paid on or before the Amendment No. 1 Effective Date shall have been paid in full in cash. (c) The eFunds Merger Agreement and any material agreement relating thereto shall not have been altered, amended or otherwise changed or supplemented in a manner material and adverse to the Lenders or any condition therein waived in a manner material and adverse to the Lenders, in each case without the consent of the Second Arrangers (which shall not be unreasonably withheld or delayed). The eFunds Merger shall have been consummated, or substantially concurrently consummated, in accordance with the terms of the eFunds Merger Agreement. (d) There shall not have occurred between December 31, 2006 and the Amendment No. 1 Effective Date,Date any event, occurrence, change, state of circumstances or condition which, individually or in the aggregate has had or is reasonably likely to have a “Material Adverse Effect” (as defined in the eFunds Merger Agreement and set forth for ease of reference in the annex attached hereto as Annex A). (e) The Lenders shall have received (i) no Default audited consolidated financial statements of eFunds for the fiscal year ended December 31, 2006 and (ii) such financial information for periods ending after December 31, 2006 as shall be publicly available prior to the Amendment No. 1 Effective Date (or Event of Default shall have occurred and as may be continuing other than as are being waived otherwise delivered to the Company pursuant to the Limited Waiver eFunds Merger Agreement). The Lenders shall have received pro forma consolidated financial statements as to the Company and Release among its Subsidiaries, and forecasts of balance sheets, income statements and cash flow statements on a quarterly basis for the parties hereto first year following the Amendment No. 1 Effective Date and dated of even date herewith;on an annual basis for each year thereafter until the Maturity Date. (iif) The representations and warranties of the Company contained in Section 14 of this Amendment and the representations and warranties of the Credit Parties Company and each other Borrower contained in ARTICLE V Article 5 of the Amended Purchase Credit Agreement and in the other Operative Loan Documents shall be true and correct in all material respects on and as of the Second Amendment No. 1 Effective Date as if made on the Second Amendment Effective Date (Date, except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read that such representations and warranties specifically refer to be the Second Amendment Effective Date)an earlier date, in which case such representations and warranties they shall be true and correct in all material respects as of such earlier date); provided that the only representations involving eFunds and its Subsidiaries, the making of which shall be a condition to the effectiveness of this Amendment, shall be (A) the representations and warranties made by or with updated qualifications and exceptions respect to eFunds or its Subsidiaries in the eFunds Merger Agreement as are material to the interests of Lenders, but only to the extent that the Company has the right to terminate its obligations under the eFunds Merger Agreement as a result of a breach of such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to eFunds Merger Agreement and (B) the Purchase Agreement; and (iii) each Credit Party shall have performed representations and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the Second Amendment Effective Date warranties set forth in Sections 5.02 (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writingclause (c)(ii) thereof), and5.04, 5.12 and 5.15 of the Credit Agreement (as amended by this Amendment). (g) Subject to clause (f) above, no Default shall exist with respect to the extent that any schedules to Company and its Subsidiaries at the Purchase Agreement are incomplete time of, or inaccurate as of the Second Amendment Effective Dateafter giving effect to, the Credit Parties shall deliver updated scheduleseFunds Transactions and this Amendment.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective as of the Second Amendment Effective Date subject only to upon the satisfaction (or waiver in writing by each Lender) of each of the following conditionsconditions precedent: (a) The Purchasers shall have received receipt by the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders of a counterpart signature of the others to this Amendment, Amendment duly executed and delivered by each of the Credit PartiesBorrower, the Purchasers Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent.Lenders; (b) As the hiring by Holdings of a Chief Restructuring Officer acceptable to each Lender in its sole and absolute discretion (the “CRO”), reporting directly to the special restructuring committee of the Second Amendment Effective Date, board of directors of Holdings, to (i) no Default oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budget; (c) receipt by the Administrative Agent of the Closing Budget in a form acceptable to the Lenders, collectively, in their sole and absolute discretion; (d) receipt by the Administrative Agent of all notices, certificates, and other documentation provided by the Borrower or Event any of Default shall have occurred and be continuing other than as are being waived its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the Limited Waiver SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and Release among the parties hereto accounts payable agings, and dated of even date herewithinventory certificates; (iie) receipt by the representations Administrative Agent of a payoff letter from Silicon Valley Bank, in form and warranties substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by the Administrative Agent of a Secretary’s Certificate, with respect to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby; (g) receipt by the Administrative Agent of a copy of a good standing certificate for each of the Credit Parties contained in ARTICLE V Borrower, the Additional Delayed Draw Borrower and the Guarantors, dated within 30 days of the Amended Purchase Agreement and in date hereof, from the other Operative Documents shall be true and correct as jurisdiction of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case formation for each such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase AgreementPerson; and (iiih) each Credit Party shall have performed and complied with all receipt by the Administration Agent of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior an opinion of counsel to the Second Amendment Effective Date (other than any failure to perform or comply with such termsBorrower, covenantsthe Additional Delayed Draw Borrower and the Guarantors, agreements in form and conditions which the Purchasers have waived in writing), and, substance reasonably satisfactory to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedulesLenders in their sole discretion.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective as of the Second Amendment Effective Date subject only to the satisfaction of each of the following conditionsupon: (a) The Purchasers shall have received receipt by each Party of a counterpart signature page to this Amendment, Amendment duly executed and delivered by the Credit Parties, the Purchasers and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent.each other Party; (b) As receipt by the Noteholders and the Trustee of a guarantee by Zealand Parent, duly executed and delivered by Zealand Parent and the Trustee, that guarantees all of the Second obligations of the Issuer under the Indenture and the Notes (the “Guarantee”), in form and substance reasonably satisfactory to the Noteholders; (c) receipt by each Party of the Amendment Effective Date,No. 1 to the Assignment for Security Purposes, duly executed and delivered by the Issuer and the Trustee (the “Assignment Amendment”), in form and substance reasonably satisfactory to the Issuer, the Trustee and the Noteholders; (d) receipt by the Noteholders of executed legal opinions of (i) no Default or Event of Default shall have occurred Plesner, special Danish counsel to Zealand Parent, the Issuer, the Master SPV, General Partner 1 and be continuing other than as are being waived pursuant General Partner 2 and (ii) Dechert LLP, special counsel to Zealand Parent, the Issuer, the Master SPV, General Partner 1 and General Partner 2, in each case in form and substance reasonably satisfactory to the Limited Waiver and Release among the parties hereto and dated of even date herewithNoteholders; (e) receipt by the Noteholders of an officers’ certificate with respect to Zealand Parent, the Issuer, the Master SPV, General Partner 1 and General Partner 2, in form and substance reasonably satisfactory to the Noteholders, duly executed and delivered by officers or other authorized representatives of each such Person, in each case attaching, among other things, (i) certified copies of each such Person’s respective organizational documents, including as such documents have been amended to effect the transactions contemplated hereby and (ii) resolutions of each such Person’s governing body then in full force and effect authorizing (A) the representations execution, delivery and warranties performance of this Amendment, (B) in the case of Zealand Parent only, the execution, delivery and performance of the Credit Parties contained Guarantee, (C) in ARTICLE V the case of the Issuer only, the execution, delivery and performance of the amendment to the Existing 144A Global Note to be delivered in connection with the Specified Amendment Redemption (the “Amended Purchase Agreement and 144A Global Note”), (D) in the other Operative Documents shall be true and correct as case of the Second Amendment Effective Date as if made on Issuer only, the Second Amendment Effective Date (except execution, delivery and performance of the amendment to the extent expressly made as of a prior date (other than the Closing Date, which shall be read Existing Reg S Global Note to be delivered in connection with the Second Specified Amendment Effective DateRedemption (the “Amended Reg S Global Note”), (E) in which the case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to Issuer only, the Purchasers execution, delivery and performance of the Assignment Amendment, (F) the consummation of the transactions contemplated hereby and thereby and (G) in the form case of updated Schedules to the Purchase AgreementIssuer only, the consummation of the Specified Amendment Redemption; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedules.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective as of the Second date first written above (the “First Amendment Effective Date subject only to Date”) upon the satisfaction of each (or written waiver by Required Lenders) of the following conditions:conditions precedent (in each case, subject to Section 15 of this Amendment): (a) The Purchasers Administrative Agent shall have received this Amendment, Amendment duly executed and delivered by the Credit Parties, Lenders constituting the Purchasers Required Lenders and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent.Loan Parties; (b) As The Administrative Agent’s and the 2025 Term Loan Lenders’ receipt of items (iii), (v) through (x) and (xii), below and the Lenders’ receipt of items (i), (ii), (iii), (iv) and (xii) below, each properly executed by a Responsible Officer of the Second applicable Loan Party, each dated as of the First Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the First Amendment Effective Date,) and each in form and substance reasonably satisfactory to the Required Lenders and their respective legal counsel: (i) a Warrant (substantially in the form of Exhibit B attached hereto) (each an “Incremental Warrant”) issued to each 2025 Term Loan Lender, duly executed and delivered by an Authorized Officer of Holdings; (ii) a Note executed by the Borrower in favor of each 2025 Term Loan Lender requesting a Note in the amount of such 2025 Term Loan Lender’s Commitment with respect to the 2025 Term Loans being made by such 2025 Term Loan Lender; (iii) a Secretary’s certificate for each Loan Party certifying as to (A) true and complete copies of all Organization Documents of such Loan Party attached thereto, (B) resolutions of the Board of Directors or other organizational action authorizing execution, delivery and performance of this Amendment and all Loan Documents to which such Loan Party is a party executed in connection herewith, and (C) incumbency of officers (including specimen signatures) evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party executed in connection herewith; (iv) certification from any applicable Governmental Authority as the Required Lenders may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization and in any other jurisdiction in which the failure to be so qualified could reasonably be expected to have a Material Adverse Effect, including certificates of good standing and qualification to engage in business in each applicable jurisdiction; (v) a favorable opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, each addressed to the Administrative Agent and each 2025 Term Loan Lender and their successors and assigns, as to the matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (vi) certificates of Responsible Officers of the Borrower Agent or the applicable Loan Parties either (A) identifying all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against each such Loan Party of this Amendment and Loan Documents to which it is a party executed in connection herewith, and stating that such consents, licenses and approvals shall be in full force and effect, and attaching true and correct copies thereof or (B) stating that no such consents, licenses or approvals are so required; (vii) certificates of Responsible Officers of Holdings certifying that Holdings has reserved sufficient shares of Common Stock for issuance upon exercise of the Incremental Warrants; (viii) a certificate signed by a Responsible Officer of the Borrower Agent certifying (A) that the conditions specified in Section 3(b) have been satisfied and (B) as to the matters described in Section 3(f); (ix) a certificate signed by the Chief Financial Officer or the Chief Accounting Officer of the Borrower Agent certifying that, after giving effect to the entering into the Loan Documents executed in connection with this Amendment and the consummation of all of the transactions set forth in this Amendment, (A) the Borrower is Solvent and (B) the Loan Parties, taken as a whole, are Solvent; (x) a Borrowing Request with respect to the 2025 Term Loans; (xi) evidence satisfactory to the Required Lenders of the consummation (in compliance with all applicable laws and regulations, with the receipt of all material governmental, shareholder and third party consents and approvals relating thereto) of the transactions set forth in this Amendment; and (xii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders may reasonably require. (i) So long as requested by any 2025 Term Loan Lender at least five days prior to the First Amendment Effective Date, the Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Borrower and (ii) so long as requested by the Administrative Agent or any 2025 Term Loan Lender at least ten days prior to the First Amendment Effective Date, the Borrower shall have provided to the Administrative Agent and each requesting 2025 Term Loan Lender the documentation and other information so requested in connection with applicable “know your customer” and Anti-Money Laundering Laws or Anti-Corruption Laws, including the PATRIOT Act. (d) [Reserved]. (e) The Borrower shall have paid the Amendment Fee in-kind to each Lender party hereto in accordance with Section 2(b) of this Amendment. (f) Any fees required to be paid on or before the First Amendment Effective Date (including, for the avoidance of doubt, the Amendment Fee) shall have been, or concurrently with the satisfaction of the requirements in this Section 3, will be, paid. (g) The Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent and the 2025 Term Loan Lenders to the extent invoiced prior to or on the First Amendment Effective Date, plus such additional amounts of such reasonable fees, charges and disbursements as shall constitute its reasonable estimate of such reasonable fees, charges and disbursements incurred or to be incurred by it through such date (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent and the 2025 Term Loan Lenders, respectively). (h) [Subject to Section 15 of this Amendment, the] representations and warranties of the Loan Parties contained in Article VI of the Amended Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or in the case of any representation or warranty subject to a materiality qualifier, true and correct in all respects) on and as of the First Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in the case of any representation or warranty subject to a materiality qualifier, true and correct in all respects) as of such earlier date. (i) No Default or Event of Default shall have occurred and be continuing other than as are being waived continuing, or would result from the extension of the 2025 Term Loans or from the application of the proceeds thereof. (j) The Borrower shall have paid all fees, charges and disbursements of the Administrative Agent (including fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower pursuant to the Limited Waiver and Release among terms of the parties hereto and dated of even date herewithAmended Credit Agreement; (iik) The Borrower shall have paid all fees, charges and disbursements of Coliseum (including fees, charges and disbursements of Debevoise & ▇▇▇▇▇▇▇▇ LLP, as advisors to Coliseum) required to be reimbursed or paid by the representations and warranties of the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct Borrower pursuant to that certain Structuring Work Fee Letter, dated as of the Second Amendment Effective Date as if made on date hereof, by and between the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations Borrower and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedulesColiseum.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective as of on the Second date (the “Amendment No. 6 Effective Date subject only to the satisfaction of each of Date”) that the following conditionsconditions have been satisfied: (a) The Purchasers the Agent shall have received a counterpart of this Amendment, executed and delivered by a duly authorized officer of each Loan Party; (b) the Agent shall have received (x) a counterpart of this Amendment, executed and delivered by any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender and (y) Consents from Lenders constituting the Required Lenders, provided that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed to have consented to this Amendment; (c) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-6 Lender, Holdings and the Borrowers, and acknowledged by the Credit Agent; (d) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (e) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties and (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan Parties, in each case addressed to the Purchasers Agent and the Collateral AgentTerm Lenders; (g) the Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment Fee NotesNo. 6 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 6 Effective Date or, if applicable, that no modifications have been made to such documents since December 23, 2016, (B) that attached thereto is a true and complete copy of resolutions duly executed adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the Purchasers borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the Collateral Agent.incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (bh) As the Agent shall have received a certificate of an authorized officer of the Second Parent Borrower dated the Amendment No. 6 Effective Date, Date certifying that (i) each of the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 6 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing other than as are being waived pursuant and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to the Limited Waiver and Release among the parties hereto and dated of even date herewithbe likely to have a Material Adverse Effect; (iii) the representations Parent Borrower shall have paid (or have caused to be paid), (a) to the Amendment No. 6 (2017-1) Arrangers (as defined herein) in immediately available funds, all fees owing to the Amendment No. 6 (2017-1) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and warranties of the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement Amendment No. 6 (2017-1) Arrangers and in the other Operative Documents shall be true and correct as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except b) to the extent expressly made invoiced, all reasonable and documented out-of-pocket expenses of the Amendment No. 6 (2017-1) Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP); (j) subject to subsection (h) above, the conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before and after giving effect to the Borrowing; (k) the Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O to the Term Loan Agreement; (l) the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 6 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Agent shall have received, at least five (5) Business Days prior date (other than to the Closing Amendment No. 6 Effective Date, which shall be read all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to be the Second Amendment No. 6 Effective Date); (o) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and to the extent any Mortgaged Property is located in which case such representations a special flood hazard area, (i) a notice about special flood hazard area status and warranties shall be true flood disaster assistance duly executed by the Parent Borrower and correct each Loan Party relating thereto, and (ii) evidence of flood insurance as of such earlier date), with updated qualifications and exceptions to such representations and warranties as required by Section 9.4 of the Second Amendment Effective Date being disclosed to Term Loan Agreement and the Purchasers in applicable provisions of the form of updated Schedules to the Purchase AgreementCollateral Documents; and (iiip) each Credit Party the Agent shall have performed and complied with all of the termsreceived, covenants, agreements and conditions to be performed or complied with by it on or prior to or substantially concurrently with the Second Amendment Effective Date (other than any failure to perform or comply with such termseffectiveness of this Amendment, covenants, agreements and conditions which the Purchasers have waived a prepayment of 2016-2 Term B-4 Loans in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as an aggregate principal amount of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedules$250,000,000.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective as of on the Second Amendment Effective Date subject only to the satisfaction of first date on which each of the following conditions:conditions have been satisfied (the “Amendment Effective Date”): (a) The Purchasers shall have received Receipt by the Holder and the Borrowers of a counterpart signature of the other to this Amendment, Amendment duly executed and delivered by each of the Credit Parties, the Purchasers Holder and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent.; (b) As Holder shall have received a certificate duly executed by an officer of each Borrower, dated as of the Second Amendment Effective Date, , and duly executed and delivered by an officer of each Borrower, in which certificate each Borrower shall agree and acknowledge that the statements made therein shall be deemed to be true and correct representations and warranties of each Borrower as of such date, and, at the time such certificate is delivered, such statements shall in fact be true and correct, and such statements shall include that (i) no Default or Event of Default shall have occurred and be continuing other than as are being waived pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewith; (ii) the representations and warranties of the Credit Parties contained set forth in ARTICLE V of the Amended Purchase Agreement and each Loan Document shall, in the other Operative Documents shall each case, be true and correct as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), or as of any earlier date specified in which case such representations and warranties, and (ii) no Default shall have then occurred and be continuing, or would result from the Loan to be advanced on the Amendment Effective Date; (c) Holder shall have received a Drawdown Notice for the First Incremental Loan; (d) no material breach by Borrower of any provision of the Merger Agreement has occurred and is continuing; (e) the representations and warranties contained herein shall be true and correct in all material respects on and as the date on which such Loan is made or as of such any earlier date), with updated qualifications and exceptions to date specified in such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreementwarranties; and (iiif) each Credit Party shall have performed and complied the absence of any Event of Default or event which, with all the lapse of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Datetime, the Credit Parties shall deliver updated schedulesgiving of notice or both, would be an Event of Default hereunder either before or occurring as a result of making the Loan.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective as of the Second Amendment Effective Date subject only to date first above written (the satisfaction of each of "EFFECTIVE DATE") on the first day when the following conditionsconditions have been satisfied: (a) The Purchasers This Amendment shall have received this Amendment, duly been executed and delivered by the Credit PartiesBorrower, the Purchasers Lenders, the Agent and the Collateral Co-Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent.; (b) As Borrower shall have executed and delivered to the Lenders a letter agreement pursuant to which Borrower shall have agreed to enter into an amendment and supplement to the Warrant Agreement dated as of July 31, 1996 among Vari-Lite International, Inc. and certain of the Second Lenders, providing for reductions in the exercise price of the common stock purchase warrants issued pursuant to the terms of such Warrant Agreement, and the issuance of additional common stock purchase warrants to Chase Bank of Texas, N.A., in form and substance satisfactory to the Lenders; (c) The Agent shall have received a certificate of the Secretary or Assistant Secretary of Borrower attaching and certifying copies of the resolutions of the board of directors of Borrower authorizing the execution, delivery and performance of this Amendment Effective Date,and all other documents to be executed and delivered by Borrower pursuant to the terms of this Amendment; (d) The Agent shall have received a certificate of Borrower dated as of the date hereof, signed by the Secretary or an Assistant Secretary of Borrower certifying (i) no Default or Event as to the name(s), true signature(s) and incumbency of Default shall have occurred the officer(s) of Borrower authorized to execute and be continuing deliver this Amendment and each other than as are document being waived executed and delivered pursuant to the Limited Waiver requirements of this Amendment, and Release among (ii) that Borrower's articles or certificate of incorporation and by-laws attached to such certificate have not been amended or modified and are in full force and effect as of the parties hereto and dated of even date herewithhereof; (iie) The Agent shall have received the representations and warranties favorable opinion of the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except ▇▇▇▇▇▇ & ▇▇▇▇▇▇, L.L.P., counsel to Borrower, addressed to the extent expressly made Agents and the Lenders, covering such matters relating to Borrower and the transactions contemplated by this Amendment as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase AgreementLenders may request; and (iiif) each Credit Party The Agent shall have performed received payment in full from Borrower for all outstanding costs and complied with all of the terms, covenants, agreements and conditions expenses required to be performed paid or complied with reimbursed by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Date, Borrower under the Credit Parties shall deliver updated schedulesAgreement, including without limitation, all professional fees and expenses of counsel for the Agents.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective as of (the Second “Fourth Amendment Effective Date subject only to the Date”) upon satisfaction of each of the following conditionsconditions in a manner satisfactory to the Administrative Agent and the Lenders: (a) The Purchasers Administrative Agent shall have received executed counterparts of the following documents and instruments or such other items as are described below, as the case maybe, each in form and substance satisfactory to the Administrative Agent and the Lenders: (i) this Amendment, duly executed and delivered by the Borrower, the other Credit Parties, the Administrative Agent and each of the Lenders; (ii) amended and restated Schedules 1.1, 3.15, 3.18, 3.19, 3.23(b)-(j), 4.14, 5.1, 5.4, 5.5, 5.9 and P-1 to the Existing Credit Agreement; (iii) the duly executed amendment to the Benchmark Subordination Agreement; (iv) a duly executed Control Agreement for all accounts maintained with Bank of America, N.A.; (v) a fee agreement, duly executed and delivered by the Borrower and the Administrative Agent; (vi) the Approved Budget, certified by a Responsible Officer of the Borrower, certifying that the projections therein have been prepared in good faith based on reasonable assumptions, and that such projections contain no statements or conclusions (and there are no omissions of information) which are based upon or include information known to the Credit Parties to be misleading in any material respect or which fail to take into account information known to the Credit Parties regarding materials reported therein; (vii) the most recently available audited consolidated balance sheet of Holdings and its Subsidiaries, and the related audited consolidated statements of income or operations, shareholders’ equity and cash flows for the corresponding period; (viii) the Perfection Certificate; (ix) copies of UCC, United States Patent and Trademark Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Credit Party as debtor and that are filed in those state and county jurisdictions in which any property of any Credit Party is located and the state and county jurisdictions in which any Credit Party is organized or maintains its principal place of business and such other searches that the Administrative Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens); (x) a legal opinion from (a) G▇▇▇▇▇▇ P▇▇▇▇▇▇ LLP, designated transactional counsel to the Credit Parties and (b) T▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & Hollister LLP and S▇▇▇▇ & W▇▇▇▇▇ L.L.P., local Indiana and Nevada counsel to the Credit Parties, the Purchasers and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent.respectively; (bxi) As customary insurance certificates and endorsements thereto naming the Administrative Agent (on behalf of the Second Lenders) as an additional insured or loss payee (and mortgagee), as the case may be, under all insurance policies to be maintained with respect to the properties of the Credit Parties forming part of the Collateral; provided, in the event such certificates and endorsements are not provided on the Fourth Amendment Effective Date,, the Borrower shall provide such certificates and endorsements in accordance with Schedule 4.14 of the Credit Agreement; (ixii) a certificate of a Responsible Officer of each Credit Party dated the Fourth Amendment Effective Date, certifying (A) that attached thereto is (1) a true and complete copy of a certificate as to the good standing of each Credit Party, as of a recent date, from such Secretary of State of the state of its organization (or other applicable Governmental Authority to the extent available), (2) a true and complete copy of each Organization Document of such Credit Party, and (3) is a true and complete copy of resolutions duly adopted by the board of directors or similar governing body of such Credit Party authorizing the execution, delivery and performance of this Amendment and the other Loan Documents to which such Credit Party is a party and, in the case of Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (B) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Credit Party (together with a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate in this clause (xii); (xiii) a certificate signed by a Responsible Officer of the Borrower dated the Fourth Amendment Effective Date certifying (I) no Default or Event of Default shall have occurred and be continuing other than as are being waived pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewith; exists, (iiII) the all representations and warranties of each Credit Party set forth in the Loan Documents are true and correct, and (III) all other conditions set forth in this Section 4 have been satisfied; (xiv) a Loan Request; (xv) the Sacramone Note; (xvi) a new or amended employment agreement by and between F▇▇▇ ▇▇▇▇▇▇▇▇▇ and Benchmark; (xvii) a new or amended employment agreement by and between B▇▇▇▇ ▇▇▇▇▇▇▇ and Benchmark; (xviii) a solvency certificate from the chief executive officer or chief financial officer of Holdings in substantially the form of Exhibit 2.1(c) to the Credit Parties contained Agreement; (xix) a trademark security agreement executed by Crosslayer, Inc.; (xx) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in ARTICLE V order to perfect such Liens, duly authorized by the Credit Parties; and (xxi) such other additional documents, information or agreements as the Administrative Agent may reasonably request. (b) The Fourth Amendment Lateral Stock shall have been issued by Holdings. (c) The Borrower shall have appointed a chief restructuring officer on terms (including, without limitation, scope of duties) acceptable to the Amended Purchase Lenders in their reasonable discretion. (d) All fees and other amounts due and payable hereunder or under the Credit Agreement (including without limitation the reasonable and in documented fees and expenses of King & Spalding LLP) on or prior to the Fourth Amendment Effective Date, including, reimbursement or other payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or any other Loan Document. (e) There shall not exist any judgment, decree or order of any Governmental Authority which would prevent the performance of this Amendment, the Credit Agreement (as modified hereby) or the transactions contemplated hereby or declare unlawful this Amendment or the other Operative Documents transactions contemplated hereby. (f) The representations and warranties set forth in Section 5 of this Amendment shall be true and correct in all material respects on and as of the Second Fourth Amendment Effective Date. (g) The Administrative Agent and Lenders shall have satisfactorily completed their business and legal due diligence review of the Credit Parties and their assets, including their review with respect to the general affairs, management, prospects, financial position, stockholders equity, results of operations, corporate and capital structure of Holdings and its Subsidiaries, and tax and accounting diligence, including with respect to the potentially accrued and unpaid payroll tax liability of the Credit Parties. Other than changes occurring in the ordinary course of business, no information or materials are or should have been available to any Credit Parties and their Subsidiaries as of the Fourth Amendment Effective Date as if made on that are materially inconsistent with the Second Amendment Effective Date (except material previously provided to the extent expressly made as Administrative Agent and Lenders for their due diligence review of a prior date the Credit Parties. (h) All other than documents and legal matters in connection with the Closing Date, which transactions contemplated by this Amendment shall have been delivered or executed or recorded and shall be read to be the Second Amendment Effective Date), in which case such representations form and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed substance satisfactory to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedulesAdministrative Agent.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in Section 3 of this Amendment shall be become effective as of the Second date (the “First Amendment Effective Date subject only to the satisfaction of each of Date”) on which the following conditionsconditions have been satisfied or waived: (a) The Purchasers Administrative Agent (or its counsel) shall have received this Amendment, (i) a duly executed by and completed counterpart hereof that bears the Credit Partiessignature of the Borrower and each other Loan Party, (ii) a duly executed and completed counterpart hereof that bears the signature of the Administrative Agent and (iii) a duly executed and completed counterpart hereof that bears the signature of each of the Lenders, the Purchasers Supplemental Term Lenders and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent.each Issuing Bank; (b) As The Administrative Agent shall have received an Acknowledgment and Confirmation in the form of Annex I hereto from an authorized officer of each Loan Party; (c) The Administrative Agent shall have received (i) reimbursement of reasonable and documented out of pocket expenses (to the Second extent invoiced no later than three Business Days prior to the First Amendment Effective Date,) in connection with this Amendment and the other transactions contemplated hereby in accordance with Section 9.03 of the Credit Agreement, (ii) on behalf of itself, BMO Capital Markets Corp., as lead arranger, and each Lender consenting to this Amendment, the fees owed to it, BMO Capital Markets Corp. and/or such Lender pursuant to that certain mandate letter, dated as of August 24, 2018, between the Borrower and BMO Capital Markets Corp. and (iii) on behalf of each Lender, all accrued interest on outstanding Loans on the First Amendment Effective Date and, if such Lender is a Revolving Lender, all commitment fees and participation fees payable under Section 2.12 of the Credit Agreement, whether or not any such amounts are then due and payable; (id) no No Event of Default or Event of Default shall have occurred and be continuing other than as are being waived pursuant both before and after giving effect to the Limited Waiver and Release among transactions contemplated by this Amendment, including the parties hereto and dated funding of even date herewiththe Supplemental Term Loans; (iie) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower, certifying on behalf of the Borrower that, (i) after giving effect to this Amendment, to the Supplemental Revolving Commitments, to the Supplemental Term Loans (assuming such Supplemental Term Loans have been fully funded on the First Amendment Effective Date) and to any other Loans or other extensions of credit to be made to the Borrower on the First Amendment Effective Date, the representations and warranties of the Credit Parties contained set forth in ARTICLE V of the Amended Purchase Credit Agreement and in the other Operative Loan Documents shall be are true and correct in all material respects (or, to the extent such representations and warranties are qualified by materiality, in all respects) on and as of the Second Amendment Effective Date as if made on the Second First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read such representation and warranty speaks to be the Second Amendment Effective Date)an earlier date, in which case such representation and warranty is true and correct in all material respects (or, to the extent such representations and warranties shall be true are qualified by materiality, in all respects) on and correct as of such earlier date), with updated qualifications and exceptions (ii) no Default or Event of Default has occurred and is continuing on the First Amendment Effective Date both before and after giving effect to this Amendment, to the Supplemental Revolving Commitments, to the Supplemental Term Loans (assuming such representations Supplemental Term Loans have been fully funded on the First Amendment Effective Date) and warranties to any other Loans or extensions of credit to be made to the Borrower on the First Amendment Effective Date; (f) The Administrative Agent shall have received a certificate of each Loan Party, dated as of the Second First Amendment Effective Date, in form and substance reasonably acceptable to the Administrative Agent, executed by any Responsible Officer of such Loan Party, and including or attaching a copy of (i) each Organizational Document of each Loan Party, certified, to the extent applicable, as of a recent date by the applicable Governmental Authority, (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing this Amendment, (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment and the Loan Documents to which it is a party, in each case, certified as of the First Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being disclosed in full force and effect without modification or amendment, and (iv) a good standing certificate (to the Purchasers extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation, as applicable; (g) The Administrative Agent shall have received a certificate of the chief financial officer or treasurer (or other comparable officer) of Holdings certifying the solvency, after giving effect to this Amendment and assuming the Supplemental Term Loans have been fully funded on the First Amendment Effective Date, of Holdings and its Subsidiaries on a consolidated basis in substantially the form of updated Schedules Exhibit E to the Purchase Amended Credit Agreement; (h) The Administrative Agent shall have received the executed legal opinion (addressed to the Administrative Agent, the Lenders and the Issuing Banks and dated the First Amendment Effective Date) of (i) ▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, New York counsel to the Loan Parties, and (ii) ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, Georgia counsel to the Loan Parties, in each case, in form and substance reasonably satisfactory to the Administrative Agent; (i) The Administrative Agent shall have received at least two (2) Business Days prior to the First Amendment Effective Date all documentation and other information about the Loan Parties as shall have been reasonably requested in writing at least five (5) Business Days prior to the First Amendment Effective Date by the Administrative Agent required by regulatory authorities under applicable Anti-Money Laundering Laws, including the USA PATRIOT Act and other “know your customer” rules and regulations; and (iiij) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions After giving effect to be performed or complied with by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), andthis Amendment, to the extent that any schedules Supplemental Revolving Commitments and to the Purchase Agreement are incomplete Supplemental Term Loans (assuming such Supplemental Term Loans have been fully funded on the First Amendment Effective Date) and any other Loans or inaccurate as of credit extensions to be made to the Second Borrower on the First Amendment Effective Date, the Borrower is in pro forma compliance with the financial covenant set forth in Section 6.10 of the Amended Credit Parties shall deliver updated schedulesAgreement as of the last day of the most recent Test Period.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in effectiveness of this Amendment is subject to satisfaction of the following conditions precedent (the date of such satisfaction being the “Amendment Effective Date”): (i) the Administrative Agent shall be effective have received duly executed counterparts of this Amendment from (A) the Borrowers, Holdings and the other Guarantors, (B) Existing Lenders party hereto that constitute the Required Lenders immediately prior to giving effect to this Amendment and (C) the Additional Lender and (ii) the Administrative Agent shall have received a duly executed copy of that certain First Amendment to First Lien Credit Agreement, dated as of the Second Amendment Effective Date subject only date hereof, among Borrowers, Holdings and the other Guarantors, the lenders party thereto, and Jefferies Finance LLC, as administrative agent and collateral agent thereunder, in form and substance reasonably satisfactory to the satisfaction of each of the following conditions: (a) The Purchasers shall have received this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Administrative Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent.; (b) As of the Second Amendment Effective Date, Administrative Agent shall have received a duly completed and executed Borrowing Request (i) no Default in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time (or Event of Default shall have occurred and such later time on such Business Day as may be continuing other than as are being waived pursuant reasonably acceptable to the Limited Waiver and Release among Administrative Agent), three (3) Business Days before the parties hereto and dated date of even the proposed Borrowing or (ii) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), one (1) Business Day before the date herewithof the proposed Borrowing, in each case in respect of the First Amendment Incremental Loans in accordance with Section 2.03 of the Amended Second Lien Credit Agreement (which Borrowing Request may be conditioned on the effectiveness of this Amendment); (iic) each of the representations and warranties of the Credit Parties contained in ARTICLE V Section 5 of the Amended Purchase Agreement and in the other Operative Documents this Amendment shall be true and correct in all material respects (except that any representation or warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the Second Amendment Effective Date with the same effect as if though made on the Second Amendment Effective Date (and as of such date, except to the extent such representations and warranties expressly made as of a prior relate to an earlier date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct in all material respects as of such earlier date (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall have been true and correct in all respects as of such earlier date); (d) at the time of and immediately after giving effect to this Amendment and the Credit Extensions occurring on the Amendment Effective Date and the use of proceeds thereof, with updated qualifications no Default or Event of Default shall have occurred and exceptions to such representations and warranties be continuing; (e) the Administrative Agent shall have received (i) a certificate dated as of the Second Amendment Effective Date being disclosed and signed by a Responsible Officer of Holdings, confirming compliance with the conditions set forth in Sections 4(c) and 4(d) herein and (ii) a certificate from the chief financial officer (or other officer with reasonably equivalent duties) of Holdings, on behalf of each Credit Party, in form, scope and substance reasonably satisfactory to the Purchasers Administrative Agent, and demonstrating that after giving effect to the transactions contemplated hereby, the Credit Parties are and will be, on a consolidated basis, solvent; (f) the Administrative Agent shall have received, on behalf of itself, the Collateral Agent and the Lenders, favorable written opinions, in each case (1) in form and substance reasonably satisfactory to the Administrative Agent, (2) dated as of the Amendment Effective Date, (3) addressed to the Administrative Agent, the Collateral Agent and the Lenders and (4) covering such corporate, security interest and related matters relating to this Amendment and the transactions contemplated hereby as the Administrative Agent shall reasonably request and which are customary for transactions of the type contemplated herein; (g) the Administrative Agent shall have received (i) a certificate of the secretary or assistant secretary (or equivalent officer) on behalf of each Credit Party dated as of the Amendment Effective Date, certifying (A) that attached thereto is a true and complete copy of each Organizational Document of such Credit Party and, with respect to the articles or certificate of incorporation or formation (or similar document) certified as of a recent date by the Secretary of State (or other applicable Governmental Authority) of the jurisdiction of its organization, or with respect to any such Organizational Documents of any Credit Party that have been previously delivered to the Administrative Agent, a certification that such Organizational Documents have not changed since the Closing Date or the date such Credit Party became a Credit Party under the Loan Documents, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of each Credit Party authorizing and approving the transactions contemplated by this Amendment and the other Loan Documents and the execution, delivery and performance of this Amendment and the other Loan Documents to which such Credit Party is a party and, in the form case of updated Schedules the Borrowers, the incurrence of Indebtedness pursuant to the Purchase AgreementFirst Amendment Incremental Loans, and that such resolutions have not been modified, rescinded or amended and are in full force and effect as of the date of such certificate and (C) as to the specimen signature and incumbency of each officer executing this Amendment or any other document delivered in connection herewith on behalf of such Credit Party (together with a certificate of another officer as to the specimen signature and incumbency of the officer executing the certificate in this clause (i)); and (ii) to the extent applicable, a certificate as to the good standing (or equivalent certificate in the applicable jurisdiction of organization) of each Credit Party as of a recent date, from such Secretary of State (or other applicable Governmental Authority); all in form and substance reasonably satisfactory to the Administrative Agent and its counsel; (h) the Administrative Agent shall have received: (i) for distribution to the Amendment Lead Arranger and the Additional Lender, all fees and expenses agreed to by the Borrowers or Holdings that are due and payable on or before the Amendment Effective Date (including reasonable and documented out-of-pocket fees, expenses and disbursements of legal counsel); (ii) for distribution to each Existing Lender, an amount equal to all accrued and unpaid interest on its Existing Loans up to and including the Amendment Effective Date; (iii) for distribution to each Existing Lender party hereto, an amendment fee equal to 0.25% of the aggregate principal amount of each such Existing Lender’s Existing Loans as of the date hereof; and (iiiiv) each Credit Party shall have performed and complied with all for distribution to the Additional Lender, as fee compensation for the funding of the termsAdditional Lender’s First Amendment Incremental Loans, covenantsa closing fee in an amount equal to 0.25% of the stated principal amount of the Additional Lender’s First Amendment Incremental Loans, agreements and conditions to be performed or complied with by it on or prior payable to the Second Additional Lender from the proceeds of its First Amendment Incremental Loans as and when funded on the Amendment Effective Date; such closing fee will be in all respects fully earned, due and payable on the Amendment Effective Date and non-refundable and non-creditable thereafter; and (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, i) to the extent that requested by the Administrative Agent or any schedules Lender, there shall have been delivered to the Purchase Agreement are incomplete Administrative Agent or inaccurate as of such Lender documentation and other information that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Second Amendment Effective Date, the Credit Parties shall deliver updated schedulesPatriot Act.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective as of on the Second date (the “Amendment No. 3 Effective Date subject only to the satisfaction of each of Date”) on which the following conditionsconditions are satisfied or waived by the Consenting Revolving Lenders and the Issuing Banks: (a) The Purchasers Administrative Agent (or its counsel) shall have received from the Borrower, each Subsidiary Loan Party, each Issuing Bank and each Consenting Revolving Lender (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include delivery of a signed signature page of this Amendment by electronic transmission (e.g., “pdf”)) that such party has signed a counterpart of this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent. (b) As The Administrative Agent shall have received, to the extent invoiced at least one Business Day prior to the Amendment No. 3 Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document on or prior to the Amendment No. 3 Effective Date. (c) The Borrower shall have paid to the Administrative Agent, for the account of each Lender that provides its consent to this Amendment (each, a “Consenting Revolving Lender”), an amendment fee in Dollars equal to 0.15% of the Second aggregate principal amount of the Revolving Facility Commitments of each such Consenting Revolving Lender set forth on A&R Schedule 2.01. Such fee shall be payable on, and subject to the occurrence of, the Amendment No. 3 Effective Date,. (id) no Default or Event of Default shall have occurred and be continuing other than as are being waived pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewith; (ii) the The representations and warranties of the Credit Parties contained set forth in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents Section 3.2 hereof shall be true and correct as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedules.No. 3

Conditions to Effectiveness of Amendment. The amendments effectiveness of this Amendment is subject to the Amended Purchase Agreement in this Amendment shall be effective as of the Second Amendment Effective Date subject only to the satisfaction of condition precedent that each of the following conditionsbe received by the Agent (unless otherwise waived in writing by the Agent), each of which shall be satisfactory in form and substance to the Agent: (a) The Purchasers shall have received this Amendment, duly Amendment executed by each of the Credit Parties, the Purchasers and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent.parties hereto; (b) As the New Revolving Credit Notes executed by the Borrower; (c) the New Competitive Bid Notes executed by the Borrower; (d) the Acknowledgment and Consent of the Second Amendment Effective Date,Guarantors, substantially in the form of Exhibit C hereto, executed by each of the Guarantors (the "Acknowledgment"); (e) A certificate of the Secretary or Assistant Secretary of the Borrower which certifies as to (i) the incumbency with respect to each of the officers of the Borrower authorized to execute and deliver this Amendment, the New Notes and the other documents in connection therewith and (ii) the truth and correctness of attached copies of the following: (A) all corporate or other necessary action taken by the Borrower (including the resolutions of the board of directors of Borrower) to authorize the execution, delivery and performance of this Amendment, the New Notes and the other documents entered in connection therewith; (B) the certificate of incorporation and by-laws of the Borrower (or a statement that such documents have not been amended, supplemented or otherwise modified from copies of such documents previously delivered to the Agent); and (C) a certificate of existence or other good standing certificate issued by the Secretary of State of the State of Georgia; (f) a certificate executed by a Financial Officer of the Borrower, stating that: (i) on such date, and after giving effect to the transactions contemplated hereby, no Default or Event of Default shall have has occurred and be continuing other than as are being waived pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewith; is continuing; (ii) there has been no change which has had or is reasonably likely to have a Materially Adverse Effect since March 31, 1997; (iii) the representations and warranties set forth in Article 6 of the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be are true and correct as of the Second Amendment Effective Date as if made in all material respects on the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), date with updated qualifications the same effect as though made on and exceptions to such representations and warranties as of such date; and (iv) the Second Amendment Effective Date being disclosed Borrower on such date is in compliance with all the terms and provisions set forth in the Credit Agreement on its part to be observed and performed; (g) A certificate of the Secretary or Assistant Secretary of each of the Guarantors which certifies as to (i) the incumbency with respect to each of the officers of such Guarantor authorized to execute and deliver the Acknowledgment and the other documents in connection therewith and (ii) the truth and correctness of attached copies of (A) of all corporate or other necessary action taken by such Guarantor (including the resolutions of the board of directors of such Guarantor) to authorize the execution, delivery and performance of the Acknowledgment and (B) the certificate of incorporation and by-laws of such Guarantor (or a statement that such documents have not been amended, supplemented or otherwise modified from copies of such documents previously delivered to the Purchasers in Agent); (h) payment by the form Borrower of updated Schedules a fee equal to $337,500.00 to the Purchase AgreementAgent to be distributed to the Lenders pro rata based upon their Applicable Commitment Percentage of the Total Commitments; (i) opinions of (i) Robe▇▇ ▇▇▇▇▇▇▇▇, ▇▇quire, corporate counsel to the Borrower and the Guarantors as to certain corporate matters, and (ii) King & Spalding, counsel to the Borrower and the Guarantors regarding the enforceability of the Amendment, the Credit Agreement as amended by the Amendment, and the New Notes, and such other matters as Agent or its counsel may request; and (iiij) each Credit Party shall have performed and complied with all of such other approvals, opinions or documents as the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedulesAgent may reasonably request.

Conditions to Effectiveness of Amendment. The effectiveness of the amendments set forth in Section 2 hereof shall occur on the date of the satisfaction of the following conditions precedent (such date, the “Thirteenth Amendment Effective Date”): (a) (i) the Borrowers, each other Loan Party and the Administrative Agent shall have executed and delivered counterparts of this Amendment to the Amended Purchase Agreement Administrative Agent, (ii) each Exchanging Revolving Lender shall have executed and delivered to the Administrative Agent a Revolving Lender Consent, and (iii) each Additional Revolving Lender, the Borrower Representative and the Administrative Agent shall have executed and delivered to the Administrative Agent a Revolving Credit Facility Joinder; (b) each of the representations and warranties contained in Section 6 of this Amendment shall be effective true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Second Thirteenth Amendment Effective Date; (c) at the time of and immediately after giving effect to this Amendment and the transactions occurring on the Thirteenth Amendment Effective Date subject only to (including the satisfaction of each incurrence of the following conditions: (a) The Purchasers shall have received this AmendmentIncremental Revolving Facility), duly executed by the Credit Parties, the Purchasers and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent. (b) As of the Second Amendment Effective Date, (i) no Default or Event of Default exists; (d) the Administrative Agent shall have occurred received a certificate, in form and be continuing other than as are being waived pursuant substance reasonably acceptable to the Limited Waiver Administrative Agent, dated the Thirteenth Amendment Effective Date and Release among signed by a Responsible Officer of the parties hereto Borrower Representative and confirming compliance with the conditions set forth in Sections 5(b) and 5(c) hereof; (e) the Administrative Agent shall have received a solvency certificate dated as of even date herewiththe Thirteenth Amendment Effective Date in substantially the form of Exhibit H of the Amended Credit Agreement from a Financial Officer of the Parent certifying as to the matters set forth therein; (f) the Administrative Agent shall have received each Revolving Credit Note (to the extent requested at least three Business Days prior to the Thirteenth Amendment Effective Date); (g) no later than three (3) days in advance of the Thirteenth Amendment Effective Date, the Administrative Agent shall have received all documentation and other information reasonably requested by it in writing at least 10 days in advance of the Thirteenth Amendment Effective Date, which documentation or other information is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (h) the Administrative Agent shall have received a certificate dated as of the Thirteenth Amendment Effective Date from a Responsible Officer of the Borrower Representative, certifying compliance with Section 6.13 of the Existing Credit Agreement; (i) the Administrative Agent shall have received, on behalf of itself and the Lenders on the Thirteenth Amendment Effective Date, a customary written opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel for Parent, the Borrowers and each other Loan Party (A) dated the Thirteenth Amendment Effective Date, (B) addressed to the Administrative Agent, the Amendment Arranger and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and the Amendment Arranger covering such matters relating to this Amendment; (j) the Bookrunner and Mandated Lead Arranger shall have received all fees and expenses agreed to by the Borrowers or the Borrower Representative that are due and payable to the Bookrunner and Mandated Lead Arranger, for which invoices have been presented to the Parent at least three Business Days prior to the Thirteenth Amendment Effective Date, on or before the Thirteenth Amendment Effective Date (including reasonable and documented out-of-pocket fees, expenses and disbursements of legal counsel), which amounts may be offset against the proceeds of the Incremental Revolving Loans; (k) the Administrative Agent shall have received: (i) all fees and expenses agreed to by the Borrowers or the Borrower Representative that are due and payable to the Administrative Agent, for which invoices have been presented to the Parent at least three (3) Business Days prior to the Thirteenth Amendment Effective Date, on or before the Thirteenth Amendment Effective Date (including reasonable and documented out-of-pocket fees, expenses and disbursements of legal counsel), which amounts may be offset against the proceeds of the Incremental Revolving Loans; (ii) for distribution to each Existing Revolving Lender, an amount equal to the representations sum of (x) the principal of and warranties of unpaid interest accrued to the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second Thirteenth Amendment Effective Date as if made on the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as outstanding Revolving Loans of such earlier date), with updated qualifications Existing Revolving Lender and exceptions (y) all fees and other amounts owing to or accrued for the account of such representations Existing Revolving Lender under the Existing Credit Agreement in respect of such Revolving Loans and warranties as such Existing Revolving Lender’s Revolving Credit Commitments (including any amounts under Section 3.06 of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Existing Credit Agreement; and); (iii) for distribution to each Credit Party Incremental Revolving Lender that shall have performed delivered (by facsimile or otherwise) an executed signature page to a Revolving Lender Consent or a Revolving Credit Facility Joinder (as applicable), and complied with all of the termsreleased such signature page, covenants, agreements and conditions to be performed or complied with by it on or prior to 12:00 p.m. (New York time) on October 6, 2023, a non-refundable special new money fee in an amount equal to (i) 0.70% multiplied by the Second principal amount of the Revolving Credit Commitments held by such Incremental Revolving Lender immediately after giving effect to the transactions contemplated by this Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules such Incremental Revolving Lender is a Bookrunner and Mandated Lead Arranger; (ii) 0.60% multiplied by the principal amount of the Revolving Credit Commitments held by such Incremental Revolving Lender immediately after giving effect to the Purchase Agreement are incomplete or inaccurate as transactions contemplated by this Amendment to the extent such Incremental Revolving Lender is a Mandated Lead Arranger; (iii) 0.50% multiplied by the principal amount of the Second Revolving Credit Commitments held by such Incremental Revolving Lender immediately after giving effect to the transactions contemplated by this Amendment Effective Date, to the extent such Incremental Revolving Lender is a Lead Arranger and (iv) 0.40% multiplied by the principal amount of the Revolving Credit Parties shall deliver updated schedulesCommitments held by such Incremental Revolving Lender immediately after giving effect to the transactions contemplated by this Amendment to the extent such Incremental Revolving Lender is an Arranger.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective as of the Second Amendment Effective Date subject only to upon the satisfaction of each of the following conditions:conditions precedent (the “Seventh Amendment Effective Date”): (a) The Purchasers Each party hereto shall have received executed and delivered this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Amendment to Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent.; (b) As Agent shall have received a certificate in form and substance reasonably satisfactory to Agent, dated the Seventh Amendment Effective date and executed by a duly authorized officer of the Second Company, (x) attaching a true and correct copy of an amendment to or waiver of the Term Loan Agreement conforming to this Amendment and (y) certifying in writing that such conforming amendment or waiver is effective as of the Seventh Amendment Effective Date,; (ic) no All proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be reasonably satisfactory to Agent and its legal counsel; (d) Agent shall have received payment of all fees payable to Agent and Lenders as of the Seventh Amendment Effective Date, including pursuant to the Fee Letter, dated as of March 13, 2019, between Company and Agent, and all other fees, charges and disbursements of Agent and its counsel required to be paid pursuant to the Loan Agreement in connection with the preparation, execution and delivery of the Amendment and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith that have been invoiced on or before the date hereof; and (e) No Default or Event of Default shall have occurred and be continuing other than as are being waived pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewith; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedulescontinuing.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in effectiveness of this Amendment shall be effective as of the Second Amendment Effective Date is subject only to the satisfaction of each of the following conditionsconditions precedent: (a) The Purchasers Agent shall have received a copy of this AmendmentAmendment (including the Consent and Reaffirmation attached hereto), duly executed by the Credit PartiesBorrower, the Purchasers each Loan Party and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent.Required Lenders; (b) As of the Second Amendment Effective Date, (i) no No Default or Event of Default shall have occurred and be continuing other than as are being waived pursuant to of the Limited Waiver and Release among the parties hereto and dated date of even date herewiththis Amendment; (c) On a date following February 12, 2016, Borrower shall have made (and Agent shall have received in immediately available funds) a voluntary prepayment of the Term Loans in an amount equal to $22,500,000, which $22,500,000 voluntary prepayment of the Term Loans shall (i) be applied pro rata to the then outstanding principal amount of the Term A Loans and Term B Loans, and (ii) as to the representations amounts applied to the Term A Loans and warranties Term B Loans, be applied to the scheduled installments thereof in the inverse order of maturity; (d) Agent shall have received the Amendment Fee (as defined below) for the benefit of the Credit Parties contained in ARTICLE V applicable Lenders, and Borrower shall have paid all other fees and expenses (including fees and expenses of counsel to the Amended Purchase Agreement extent invoiced) of Agent due and in the other Operative Documents shall be true and correct payable as of the Second Amendment Effective Date as if made on date hereof in connection with this Amendment, the Second Amendment Effective Date (except to Credit Agreement and the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase AgreementLoan Documents; and (iiie) each Credit Party Agent shall have performed received evidence satisfactory to Agent that the Cash Reserve Account has been established by Borrower and complied has been funded with all of the terms$7,500,000 in immediately available funds, covenantsand Borrower, agreements Agent and conditions to be performed or complied with by it on or ▇▇▇▇▇ Fargo Bank, National Association shall (unless Agent shall agree in writing in its sole discretion in a post-closing letter executed between Borrower and Agent prior to the Second effectiveness of this Amendment Effective Date (other than any that such requirement shall be satisfied by Borrower on a post-closing basis on terms acceptable to Agent, which would include that failure to perform or comply with obtain such terms, covenants, agreements deposit account control agreement within the time period agreed therein (as such period may be extended by Agent in its sole discretion) would constitute an Event of Default) that such deposit account control agreement may be obtained following the effectiveness of this Amendment) have entered into a deposit account control agreement in form and conditions which substance satisfactory to Agent granting Agent sole dominion and control over the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedulesCash Reserve Account.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective as of on the Second date (the “First Amendment Effective Date subject only to the satisfaction of each Date”) on which all of the following conditionsconditions precedent have been satisfied or waived: (a) The Purchasers Administrative Agent shall have received (i) a counterpart of this Amendment, executed and delivered by a duly authorized officer of each of the Borrowers and First Amendment Lenders, (ii) an executed Acknowledgment and Consent, in the form set forth at the end of this Amendment, from each of the Required Lenders who is not also a First Amendment Lender, the Parent, International and the US Borrower and (iii) for the account of each Lender that has requested a Note pursuant to Section 4.04(e) of the Credit Agreement, a Note with respect to its Tranche A Term Loan made on the First Amendment Effective Date conforming to the requirements hereof and executed by a duly authorized officer of the Credit Parties, the Purchasers and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral AgentUS Borrower. (b) As The Administrative Agent shall have received opinions, addressed to the Administrative Agent and each of the Second First Amendment Lenders and dated the First Amendment Effective Date from (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, New York counsel to the US Borrower and (ii) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, General Counsel of the Company, each in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (c) The Administrative Agent shall have received a certificate of the US Borrower, dated the First Amendment Effective Date, , as to (i) no Default or Event the adoption of Default shall have occurred resolutions of the Board of Directors of the US Borrower authorizing (A) the execution, delivery and be continuing other than as are being waived pursuant to performance of this Amendment and (B) the Limited Waiver and Release among the parties hereto and dated of even date herewith; borrowing contemplated hereunder, (ii) the representations incumbency and warranties true signature of the officers of the US Borrower executing this Amendment and any Notes issued hereunder and (iii) the certificate of incorporation and by-laws of the US Borrower, which certificate shall be reasonably satisfactory in form and substance to the Administrative Agent and its counsel and executed by the secretary or any assistant secretary or a legal representative of such US Borrower. (d) The Administrative Agent shall have received a certificate, dated the First Amendment Effective Date and signed by a Responsible Officer of the US Borrower, confirming compliance with the conditions set forth in paragraphs (a), (b) and (c) of Section 6.02 of the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and. (iiie) each Credit Party The Administrative Agent, ▇.▇. ▇▇▇▇▇▇ Securities Inc. and the Lenders shall have performed received all fees and complied with all of the termsother amounts earned, covenants, agreements due and conditions to be performed or complied with by it payable on or prior to the Second First Amendment Effective Date (other than any failure to perform or comply with such termsDate, covenants, agreements and conditions which the Purchasers have waived in writing), andincluding, to the extent that any schedules invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Purchase Agreement are incomplete or inaccurate as of US Borrower hereunder. (f) The Administrative Agent shall have received a Tranche A Borrowing Request from the Second US Borrower, requesting a Tranche A Term Borrowing to be made on the First Amendment Effective Date, the Credit Parties shall deliver updated schedules.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective as of the Second Amendment Effective Date subject date when, and only to the satisfaction of when, each of the following conditions:conditions precedent shall have been satisfied or waived in writing by Agent (the effective date of this Amendment, the “Effective Date”): (a) The Purchasers Agent shall have received counterparts to this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Agent, Lenders and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral AgentObligors. (b) As Agent shall have received a true and accurate copy of an effective amendment to the Second Amendment Effective Date, Permitted Term Debt Agreement that (i) no Default or Event provides that Obligors shall not be obligated to comply with Section 7.23 of Default shall have occurred the Permitted Term Debt Agreement for any period ending after September 30, 2013 and be continuing other than as are being waived pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewith; (ii) the representations and warranties amends Section 7.24 of the Credit Parties contained Permitted Term Debt Agreement in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except a manner reasonably satisfactory to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; andAgent. (iiic) each Credit Party shall have performed and complied with all of As soon as practicable but in any event no later than 15 days after the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Date, SI UK shall have executed and delivered to Agent all documents reasonably requested by Agent to enable Agent to obtain and maintain a perfected fixed charge over SI UK’s Dominion Accounts in the Credit Parties United Kingdom. (d) Borrowers shall deliver updated scheduleshave paid to Agent, for the account of each Lender (including Bank of America, N.A., in its capacity as a Lender) that executes and delivers to Agent by 3:00 p.m. New York City time on November 8, 2013 a counterpart to this Amendment (each such Lender, an “Approving Lender”), an amendment fee in an amount equal to ten (10) basis points multiplied by such Approving Lender’s Commitment. (e) Borrowers shall have paid all other fees and amounts due and payable to Agent and its legal counsel in connection with the Loan Agreement, this Amendment and the other Loan Documents, including, (i) the fees payable pursuant to that certain Amendment Fee Letter dated as of November 8, 2013 between Borrowers and Agent, and

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective as of on the Second Amendment Effective Date subject only to the satisfaction of each first Business Day on which all of the following conditions:conditions are satisfied (the “Amendment No. 2 Effective Date”): (a) The Purchasers Administrative Agent shall have received (i) from each Existing Initial Term Loan Lender with a Refinancing Term B-1 Loan Commitment, from each Additional Term B-1 Lender having Refinancing Term B-1 Loan Commitments and from each Incremental Term B-1 Lender having Incremental Term B-1 Loan Commitments, (ii) from the Administrative Agent, (iii) from the Required Lenders, (iv) from each Revolving Credit Lender and each Issuing Lender and (v) from the Borrower and each Guarantor, either (x) a counterpart or Consent to this Amendment signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent.) that such party has signed a counterpart or Consent to this Amendment; (b) As The Borrower shall have paid to all Refinancing Term B-1 Lenders on the Amendment No. 2 Effective Date, simultaneously with the making of the Second Refinancing Term B-1 Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Initial Term Loans up to, but not including, the Amendment No. 2 Effective Date,; (c) The Administrative Agent shall have received (i) the executed legal opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, New York counsel to the Loan Parties, (ii) the executed legal opinion of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, Arsht & ▇▇▇▇▇▇▇ LLP, as Delaware counsel to the Loan Parties, (iii) the executed legal opinion of Hill ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, P.A., as Florida counsel to the Loan Parties and (iv) the executed legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PLLC, as California counsel to the Loan Parties. The Borrower, the other Loan Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have (i) paid to the Amendment No. 2 Arrangers all fees in the amounts previously agreed in writing between the Amendment No. 2 Arrangers and the Borrower to be received on the Amendment No. 2 Effective Date and (ii) reimbursed the Administrative Agent for all reasonable costs and expenses (limited, in the case of legal fees, costs and expenses, to the reasonable fees, disbursements and other charges of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Amendment No. 2 Arrangers and the Administrative Agent) of the Administrative Agent for which invoices have been presented at least three (3) Business Days prior to the Amendment No. 2 Effective Date; (e) At the time of and immediately after giving effect to the Amendment, no Default or Event of Default shall have occurred and be continuing other than as are being waived pursuant continuing; (f) To the extent reasonably requested by the Administrative Agent, the Administrative Agent (or its counsel) shall have received: (i) (A) a certificate of each Loan Party, dated the Amendment No. 2 Effective Date, executed by two Authorized Officers (only one of which may be the Secretary or Assistant Secretary) of such Loan Party, substantially in the form of Exhibit E to the Limited Waiver Credit Agreement (or in such other form as the Administrative Agent may agree in its reasonable discretion), and Release among attaching the parties hereto documents referred to in clause (iii) below or (B) a certificate of the Borrower on behalf of each Loan Party, dated as of the Amendment No. 2 Effective Date and dated executed by an Authorized Officer of even date herewiththe Borrower, certifying that, except as otherwise indicated therein, there have been no amendments, supplements or modifications since the Restatement Agreement Effective Date to such documents delivered on the Restatement Agreement Effective Date; (ii) the representations and warranties a certificate of the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date good standing (except to the extent expressly made as such concept exists) from the applicable secretary of a prior date (state or other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as relevant Governmental Authority of the Second Amendment Effective Date being disclosed to the Purchasers in the form jurisdiction of updated Schedules to the Purchase Agreementorganization of each Loan Party; and (iii) a copy of the resolutions of the Board of Directors or other governing body, as applicable, of each Credit Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the borrowing of the Term B-1 Loans contemplated hereunder; (g) The Administrative Agent shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or received at least three days prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment No. 2 Effective Date, all documentation and other information about the Borrower and the other Guarantors that shall have been reasonably requested in writing at least 10 Business Days prior to the Amendment No. 2 Effective Date by the Administrative Agent and that the Administrative Agent reasonably determines is required by all applicable regulatory authorities under applicable “know your customer,” anti-money laundering rules and regulations, including without limitation the PATRIOT Act, including, if the Borrower qualifies as a “legal entity customer” under the requirements of the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower; (h) The Administrative Agent shall have received a certificate from the chief financial officer of the Borrower substantially in the form of Exhibit J to the Credit Parties Agreement; (i) The representations and warranties made in Section 2 of this Amendment shall deliver updated schedulesbe true and correct in all material respects (provided that any such representations and warranties which are qualified by materiality, Material Adverse Effect or similar language shall be true and correct in all respects); (j) The Administrative Agent shall have received a Notice of Borrowing with respect to the Term B-1 Loans; and (k) The Administrative Agent shall have received a certificate of an Authorized Officer of the Borrower to the effect that the conditions set forth in clauses (e) and (i) of this Section 4 shall have been satisfied.

Conditions to Effectiveness of Amendment. The amendments This Amendment shall become effective upon the earliest date as of which all of the following have occurred (such date, which occurred on May 28, 2009, the “Second Amendment Effective Date”): (a) the Administrative Agent (or its counsel) shall have received counterparts of this Amendment executed by Holdings, the Borrower, the Canadian Borrower, the Subsidiary Guarantors, Lenders collectively constituting Required Lenders, including in any event and without limitation, each of the Continuing Revolving Credit Lenders and each of the Additional Revolving Credit Lenders, (b) the Administrative Agent shall have received (i) for the account of each Term Loan Lender that transmits its executed counterpart of this Amendment, indicating its consent hereto, to the Amended Purchase Agreement Administrative Agent on or prior to 5:00 PM (New York City time) on May 26, 2009, an amendment fee in this Amendment shall be effective an amount equal to 0.10% of the aggregate outstanding principal amount of the Term Loans held by such Lender as of the Second Amendment Effective Date subject only to and (ii) for the satisfaction account of each Continuing Revolving Credit Lender and Additional Revolving Credit Lender that transmits its executed counterpart of the following conditions: (a) The Purchasers shall have received this Amendment, duly executed by indicating its consent hereto, to the Credit PartiesAdministrative Agent on or prior to 5:00 PM (New York City time) on May 26, the Purchasers and the Collateral Agent2009, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent. (b) As an extension fee in an amount equal to 1.75% of the Second Amendment Effective Date, (i) no Default or Event of Default shall have occurred and be continuing other than as are being waived pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewith; (ii) the representations and warranties aggregate principal amount of the Revolving Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct Commitments held by such Lender as of the Second Amendment Effective Date as if made set forth on Schedule 1 hereto; (c) the Second Amendment Effective Date Administrative Agent shall have received a certificate from each Credit Party, together with any appropriate insertions and attachments thereto, in form and substance substantially consistent (except to the extent expressly made as of a prior date (other than applicable) with that delivered by such Credit Party in connection with the Closing Date, which shall be read to be the Second First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed or otherwise reasonably acceptable to the Purchasers Administrative Agent; (d) the Administrative Agent shall have received the executed legal opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special New York counsel to the Borrower, substantially in the form of updated Schedules Exhibit A-1 hereto; and (e) all reasonable costs and expenses of the Administrative Agent and the Lenders required to be paid or reimbursed by the Borrower or Canadian Borrower pursuant to Section 13.5 of the Credit Agreement or incurred in connection with this Amendment for which the Borrower or Canadian Borrower has received an invoice on or before the date hereof shall have been paid (including the reasonable fees, expenses and disbursements of legal counsel to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writingAdministrative Agent), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedules.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective as of on the Second date (the “Amendment No. 2 Effective Date subject only to the satisfaction of Date”) on which each of the following conditionsconditions are satisfied or waived by each applicable party: (a) The Purchasers Administrative Agent shall have received executed signature pages to this Amendment, duly executed by Amendment from the Credit PartiesLenders, the Purchasers Borrower and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent.each other Loan Party; (b) As of the Second Amendment Effective Date, (i) no Default or Event of Default shall have occurred and be continuing other than as are being waived pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewith; (ii) the The representations and warranties of each Loan Party set forth in the Credit Parties contained Loan Documents are true and correct in ARTICLE V all material respects on and as of Amendment Effective Date with the same effect as though such representations and warranties had been made on and as of the Amended Purchase Agreement Amendment Effective Date, provided that, to the extent that such representations and in the other Operative Documents warranties specifically refer to an earlier date, they shall be true and correct as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct all material respects as of such earlier date); (c) At the time of and immediately after giving effect to this Amendment, with updated qualifications no Default has occurred and exceptions is continuing; (d) The Borrower shall have paid or caused to such representations be paid all reasonable and warranties as documented out-of-pocket costs and expenses incurred by the Administrative Agent and its Affiliates (without duplication) including the reasonable fees, charges and disbursements of the Second Amendment Effective Date being disclosed legal counsel to the Purchasers Administrative Agent incurred in the form of updated Schedules to the Purchase Agreementconnection with this Amendment; and (iiie) each Credit Party The Borrower shall have performed and complied with all paid, (i) for the account of each Lender that has returned an executed signature page to this Amendment to the terms, covenants, agreements and conditions to be performed or complied with by it on Administrative Agent at or prior to 5:00 p.m. (New York City time) on November 3, 2015, consent fees in the Second Amendment Effective Date amount equal to 0.10% of the sum, without duplication, of such Lender’s outstanding Revolving Loans and Revolving Commitments and (other than any failure to perform ii) for the account of Royal Bank of Canada (or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writingits applicable affiliates), and, such other fees as shall have been agreed with Royal Bank of Canada in writing prior to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedulesdate hereof.

Conditions to Effectiveness of Amendment. The amendments This Amendment (other than with respect to Section 3.1) shall become effective on the Amended Purchase Agreement in this Amendment shall be effective as of date (the Second “Amendment Effective Date subject only to the satisfaction of each of Date”) on which the following conditionsconditions are satisfied or waived: (a) The Purchasers Administrative Agent (or its counsel) shall have received from the Administrative Agent, the L/C Issuer, the Swingline Lender, the Borrower, Holdings and Lenders constituting the Required Lenders either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent) that such party has signed a counterpart of this Amendment. (b) As The Administrative Agent shall have received the net cash proceeds (the “Notes Proceeds”) from the incurrence of the Second Amendment Effective Date,at least $1.5 billion of February 2013 First Lien Notes, to be applied to repay Term Loans as follows: (i) no Default or Event first, to repay the aggregate principal amounts of Default shall have occurred Term B-1 Loans, Term B-2 Loans and be continuing Term B-3 Loans held by each Consenting Lender (other than a Defaulting Lender) on the Amendment Effective Date which such Consenting Lender has elected to be repaid at par as are being waived pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewithset forth on such Lender’s Consent Form (as defined below); (ii) second, to the representations and warranties repayment of the Credit Parties contained in ARTICLE V aggregate principal amounts of Term B-5 Loans and Term B-6 Loans (such Lender’s “B5/B6 Submitted Amount”) held by each Consenting Lender (other than a Defaulting Lender) on the Amended Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second Amendment Effective Date which such Consenting Lender has elected to be repaid at par as set forth on such Lender’s Consent Form; provided that, if made the aggregate B5/B6 Submitted Amount of all Consenting Lenders exceeds the lesser of (x) 20% of the outstanding principal amount of all Term B5 Loans and Term B-6 Loans on the Second Amendment Effective Date and (except y) the amount of Notes Proceeds remaining after the application of the repayments pursuant to clause (i) above, the extent expressly made as Borrower shall repay portions of the B5/B6 Submitted Amount on a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case ratable basis among such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions Consenting Lenders up to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreementlesser amount; and (iii) each Credit Party third, to repay Term Loans elected to be repaid by the Borrower on the Amendment Effective Date. (c) The Administrative Agent shall have performed and complied with all received from the Borrower a consent fee payable for the account of each Consenting Lender (other than a Defaulting Lender) holding outstanding Revolving Facility Commitments or Term B-4 Loans as of the termsAmendment Effective Date equal to 0.10% of the sum of (x) the aggregate principal amount of Term B-4 Loans, covenantsif any, agreements held by such Lender as of the Amendment Effective Date with respect to which a consent was delivered and conditions (y) the aggregate amount of the Revolving Facility Commitments, if any, of such Lender as of the Amendment Effective Date with respect to be performed or complied with by it which a consent was delivered. (d) The Administrative Agent shall have received all fees payable thereto on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules invoiced, all other amounts due and payable pursuant to the Purchase Agreement are incomplete Loan Documents on or inaccurate as of prior to the Second Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (e) A reaffirmation agreement substantially in the form previously delivered under the Credit Parties Agreement shall have been executed and delivered by each party thereto. (f) The Administrative Agent shall have received, on behalf of itself, the Lenders and the L/C Issuer on the Amendment Effective Date, a written opinion of (i) ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP or other counsel reasonably acceptable to the Administrative Agent, as counsel for the Loan Parties, and (ii) each local counsel specified on Schedule 1 or other counsel reasonably acceptable to the Administrative Agent, in each case (a) dated the Amendment Effective Date, (b) addressed to the Administrative Agent, the Lenders and the L/C Issuer on the Amendment Effective Date and (c) in form and substance reasonably satisfactory to the Administrative Agent. Each Loan Party hereby instructs its counsel to deliver updated schedulessuch opinions. (g) The Borrower shall have received applicable regulatory approval for effectiveness of the Amendment (other than with respect to the Extended Maturity Revolving Facility Commitments to be established pursuant to Section 3.1 hereof) and the offering of the February 2013 First Lien Notes.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective as of the Second Amendment Effective Date subject only to upon the satisfaction of each of the following conditions:conditions (the date that all such conditions are so satisfied, the “Amendment No. 1 Effective Date”): (a) The Purchasers conditions set forth in Section 3.2(i), (ii) and (iii) of the Receivables Purchase Agreement shall be satisfied on and as of the Amendment No. 1 Effective Date, and the Agent shall have received this Amendmenta certificate dated as of the Amendment No. 1 Effective Date, duly executed and signed by the Credit Parties, the Purchasers a Responsible Officer of each of FNIS and the Collateral AgentSPV, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agentto such effect. (b) As The Agent shall have received the favorable legal opinions of counsel to each of the Second Specified Transaction Parties addressed to the Agent and each Purchaser dated the Amendment No. 1 Effective Date,, which opinions shall be in form and substance substantially similar to those delivered in connection with the Receivables Purchase Agreement. (ic) no Default or Event of Default The Agent shall have occurred received such documents and be continuing other than certificates as are being waived pursuant the Agent or its counsel may reasonably request relating to the Limited Waiver organization, existence and Release among good standing of each Transaction Party, the parties hereto authorization of execution, delivery and dated performance of even date herewith;this Amendment and any other legal matters relating to the Transaction Documents, all in form and substance reasonably satisfactory to the Agent and its counsel. (iid) The Agent shall have received payment from FNIS or SPV, for the representations account of each Consenting Purchaser that executes and warranties delivers a counterpart signature page to this Amendment at or prior to 12:00 p.m., New York City time, on June 30, 2010 (or such later time as FNIS shall agree, in its sole discretion), an upfront fee (the “Consent Fee”) in an aggregate amount equal to 0.125% of the Credit Parties contained in ARTICLE V aggregate amount of the Amended Purchase Agreement and in Commitments held by each of the other Operative Documents Consenting Purchasers. The Consent Fees shall be true and correct as of the Second Amendment Effective Date as if made payable on the Second Amendment No. 1 Effective Date (except to upon the extent expressly made as satisfaction of a prior date (all other than conditions for the Closing Date, which shall be read to be the Second Amendment Effective Dateoccurrence thereof), in which case immediately available funds and, once paid, such representations and warranties fee or any part thereof shall not be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; andrefundable. (iiie) each Credit Party FNIS shall have performed paid (upon the satisfaction of all other conditions set forth in this Amendment) all fees and complied with all of other amounts due and payable pursuant to this Amendment and the termsletter agreement dated June 21, covenants2010 between FNIS, agreements SPV, JPMCB and conditions to be performed or complied with by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms▇.▇. ▇▇▇▇▇▇ Securities Inc., covenants, agreements and conditions which the Purchasers have waived in writing), andincluding, to the extent that invoiced, reimbursement or payment of reasonable out-of-pocket expenses in connection with this Amendment and any schedules other out-of-pocket expenses of the Agent required to be paid or reimbursed pursuant to the Purchase Agreement are incomplete Transaction Documents, including the reasonable fees, charges and disbursements of counsel for the Agent. (f) Since December 31, 2009, there has been no change, occurrence or inaccurate as development that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect. The Agent shall notify FNIS, SPV and the Purchasers of the Second Amendment No. 1 Effective Date, the Credit Parties Date and such notice shall deliver updated schedulesbe conclusive and binding.

Conditions to Effectiveness of Amendment. 3.1 The effectiveness of the amendments set forth in Sections 1 and 2 of this Amendment No. 3 is subject to the Amended Purchase Agreement in this Amendment shall be effective as of the Second Amendment Effective Date subject only to the satisfaction of each prior or simultaneous fulfillment of the following conditionsconditions on or before 4:00 P.M. New York City time on April 27, 2000: (a) The Purchasers Agent shall have received this Amendment, duly Amendment No. 3 executed by (i) a duly authorized officer or officers of the Credit Parties, Company and (ii) the Purchasers and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent.Required Lenders; (b) As The Agent shall have received such other documents as it shall have reasonably requested consistent with the terms hereof; (c) Holders of Indebtedness under any Covenant Credit Facility shall have executed, to the extent required by each such Covenant Credit Facility, waivers or amendments to such credit facilities satisfactory to the Agent and the Required Lenders (i) containing amendments to the covenants and related definitions in such credit facilities identical to those set forth in Section 1 of this Amendment No. 3 and (ii) containing agreements by such holders to (A) waive compliance by the Company or any of its Subsidiaries with, or amend, any provision of any instrument, document or agreement evidencing such Indebtedness requiring the sharing of any collateral securing the Liquidity Loans and (B) waive any default or event of default currently existing or occurring as a result of (x) the incurrence by the Company of Indebtedness under the Liquidity Loan subfacility, (y) the Guarantee by the Guarantors of the Second obligations of the Company in respect of the Liquidity Loans or (z) the granting of the liens and security interest to secure the obligations in respect of the Liquidity Loans and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantee; (d) The Agent shall have received payment of all of its out-of-pocket expenses, including the reasonable fees and expenses of its counsel ▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP incurred in connection with this Amendment No. 3; (e) The Agent shall have received the arrangement fee due to the Agent pursuant to the agreement between the Agent and the Company; (f) The Agent shall have received confirmation that the attorneys and accountants for the Steering Committee have received retainer payments of $500,000 in the aggregate; (g) The Agent shall have received (i) a non-refundable Subfacility fee, for the pro-rata benefit of the Lenders, equal to $1,000,000 and (ii) a non-refundable amendment fee, for the pro-rata benefit of the Lenders, equal to $187,500; (h) The Agent shall have received for deposit in the Disbursement Account and, if applicable, the Reserve Account the Net Cash Proceeds of any Permitted Disposition closed prior to the Amendment No. 3 Effective Date,; and (i) no Default or Event of Default shall have occurred The representations and be continuing warranties contained in the Credit Agreement (other than as are being waived pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewith; (ii) the representations and warranties made as of the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents a specific date) shall be true and correct in all material respects on and as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment No. 3 Effective Date, other than such exceptions as set forth on a disclosure certificate to be delivered to the Credit Parties Agent by the Company on or before the Amendment No. 3 Effective Date so long as such exceptions do not disclose the occurrence of a Material Adverse Change since the date of the Projections. 3.2 The date on which the conditions set forth in Section 3.1 are satisfied is the "AMENDMENT NO. 3 EFFECTIVE DATE" and until the conditions set forth in Section 3.1 are satisfied, the amendments set forth in Section 1 and 2 of this Amendment No. 3 are not effective. In the event that the conditions set forth in Section 3.1 have not been satisfied on or before 4:00 p.m. New York City time on April 27, 2000, this Amendment No. 3 shall deliver updated schedulesterminate and shall be of no force or effect.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in effectiveness of this Amendment shall be effective as of the Second Amendment Effective Date is subject only solely to the satisfaction or waiver of each of the following conditions:conditions (the “Amendment No. 10 Effective Date Conditions”; and the date on which such conditions are satisfied or waived, the “Amendment No. 10 Effective Date”): (a) The Purchasers Administrative Agent shall have received (i) from each Existing Tranche B-5 Term Loan Lender with a Tranche B-6 Term Loan Commitment and from Additional Tranche B-6 Term Loan Lenders having Additional Tranche B-6 Term Loan Commitments equal in principal amount to the amount of Existing Tranche B-5 Term Loans held by Non-Consenting Existing Tranche B-5 Term Loan Lenders and Post-Closing Option Tranche B-6 Lenders, (ii) from the Administrative Agent, (iii) from the Required Lenders and (iv) from the Borrowers and each Guarantor, either (x) a counterpart of this Amendment signed on behalf of such party (including, for the avoidance of doubt, in each case of a Cashless Option Tranche B-6 Lender or Post-Closing Option Tranche B-6 Lender, an executed counterpart substantially in the form of Exhibit A hereto) or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Borrowers shall have paid to all Existing Tranche B-5 Term Loan Lenders on the Amendment No. 10 Effective Date, duly executed by substantially concurrently with the making of Tranche B-6 Term Loans under the Amended Credit PartiesAgreement, all accrued and unpaid interest on the Existing Tranche B-5 Term Loans to, but not including, the Purchasers Amendment No. 10 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Borrowers and Morris, ▇▇▇▇▇▇▇, Arsht & ▇▇▇▇▇▇▇ LLP, as special Delaware counsel for the Borrowers. The Borrowers, the other Credit Parties and the Collateral AgentAdministrative Agent hereby instruct such counsel to deliver such legal opinions; (d) The Borrowers shall have paid (i) the Agents the fees in the amounts previously agreed in writing to be received on the Amendment No. 10 Effective Date, and (ii) the Administrative Agent and the Amendment Fee NotesNo. 10 Arrangers, duly as applicable, all reasonable costs and expenses of the Administrative Agent and the Amendment No. 10 Arrangers, as applicable, for which invoices have been presented prior to the Amendment No. 10 Effective Date (including, without limitation, the reasonable and documented fees and out-of-pocket expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as counsel for the Amendment No. 10 Arrangers and the Administrative Agent with respect thereto); (e) The Administrative Agent (or its counsel) shall have received (i) (A) a certificate of each of Holdings and the Borrowers, dated the Amendment No. 10 Effective Date, substantially in the form of Exhibit G to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer (or in the case of Holdings any Director or authorized agent of Holdings) and the Secretary or any Assistant Secretary of Holdings or the Borrowers (or in the case of Holdings any Director or authorized agent of Holdings), as applicable, and attaching the documents referred to in the following clause (B), and (B) (x) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrowers (or a duly authorized committee thereof) authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and (II) in the case of the Borrowers, the Purchasers extensions of credit contemplated hereunder, (y) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and the Collateral Agent.Borrowers and (z) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings and the Borrowers executing the Credit Documents to which it is a party or (ii) a certificate of Holdings on behalf of each Borrower, dated the Amendment No. 10 Effective Date and executed by an Authorized Officer of Holdings, certifying that, except as otherwise indicated therein, there have been no amendments, supplements or modifications since the Closing Date to the documents delivered on the Closing Date pursuant to Sections 6.3 and 6.4 of the Credit Agreement; (bf) As The Administrative Agent shall have received a Notice of Borrowing with respect to the Second Amendment Effective Date,Tranche B-6 Term Loans; and (ig) At the time of and immediately after giving effect to the Amendment, no Default or Event of Default under Section 11.1 or Section 11.5 of the Credit Agreement shall have occurred and be continuing other than as are being waived pursuant to the Limited Waiver and Release among the parties continuing. Each Additional Tranche B-6 Term Loan Lender party hereto and dated of even date herewith; (ii) the representations each Cashless Option Tranche B-6 Lender and warranties of the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement Post-Closing Option Tranche B-6 Lender by delivering its signature page to this Amendment or a Consent to Tenth Amendment Agreement, as applicable, and in the other Operative Documents shall be true and correct as of the Second Amendment Effective Date as if made providing its applicable Commitment on the Second Amendment No. 10 Effective Date (except to the extent expressly made as of a prior date (other than the Closing Dateapplicable), which shall be read deemed to be have accepted or been satisfied with (or waived) each condition set forth in this Section 3. The Administrative Agent shall notify the Second Lenders of the Amendment No. 10 Effective Date)Date upon the occurrence thereof, in which case and such representations notice and warranties the effectiveness of this Amendment and the Amended Credit Agreement shall be true conclusive and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with binding upon all of the terms, covenants, agreements Lenders and conditions to be performed or complied with by it on or prior all of the other parties to the Second Credit Documents and each of their successors and assigns; provided that, failure to give any such notice shall not affect the effectiveness, validity or enforceability of this Amendment or the Amended Credit Agreement. The parties hereto, and each Cashless Option Tranche B-6 Lender and Post-Closing Option Tranche B-6 Lender, hereby agree that notwithstanding any other provision hereof, the Amendment No. 10 Effective Date (other than any failure to perform or comply with such termsis January 22, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedules2024.

Conditions to Effectiveness of Amendment. The amendments This Amendment ---------------------------------------- shall become effective on the later to occur of (x) May 15, 2001, and (y) the Amended Purchase Agreement in this Amendment first day when the Administrative Agent shall be effective as of the Second Amendment Effective Date subject only to the satisfaction of each have received all of the following conditions: (a) The Purchasers shall have received this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent. (b) As of the Second Amendment Effective Date, documents: (i) no Default or Event counterparts of Default shall have occurred this Amendment as executed on behalf of Borrower and be continuing other than the Lenders, together with the Acknowledgment and Agreement of Subsidiary Guarantors as are being waived pursuant to executed on behalf of the Limited Waiver and Release among the parties hereto and dated of even date herewith; Subsidiary Guarantors, (ii) the representations and warranties replacement Syndicated Note in favor of Comerica Bank (the Credit Parties contained "Comerica Replacement -------------------- Note") reflecting the increase in ARTICLE V its Commitment pursuant to this Amendment, as ---- executed on behalf of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing DateBorrower, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed a certificate of Borrower signed by the Secretary or an Assistant Secretary of Borrower, certifying as to the names, true signatures and complied with all incumbency of the termsofficer or officers authorized to execute and deliver this Amendment and the Comerica Replacement Note, covenantstogether with copies of the resolutions adopted by the board of directors of Borrower authorizing the execution, agreements delivery and conditions to be performed performance of this Amendment and the Comerica Replacement Note, and any amendments, supplements, or complied with by it on or prior other changes to the Second Amendment Effective Date certificate of incorporation or by-laws of Borrower since January 31, 2001, and (iv) the favorable opinions of (A) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, general counsel of Borrower, and (B) ▇▇▇▇▇▇ & Bird, LLP, special counsel for Borrower, covering matters relating to Borrower, this Amendment, the Comerica Replacement Note, and such other than matters as the Administrative Agent or any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as Lender may reasonably request. The later of the Second dates in the preceding sentence shall be the "Amendment Effective Date, the Credit Parties shall deliver updated schedules.No. 2

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be effective as of the Second First Amendment Effective Date subject only to the satisfaction of each of the following conditions: (a) The Purchasers Lenders shall have received this Amendment, duly executed by the Credit Parties. (b) The Bridge Loan Lenders, the Purchasers as applicable, shall have received Bridge Loan Notes and the Collateral Agent, and the Amendment Fee NotesBridge Loan Warrant Certificates, duly executed by the BorrowersBorrowers and/or the Company, as applicable; (c) The Borrowers shall have paid a fee with respect to the Purchasers amounts advanced under the Bridge Loan equal to US$90,000, in cash, ratably to the Bridge Loan Lenders (the “Bridge Loan Fee”), which fee is fully earned as of the First Amendment Effective Date and the Collateral Agentnon-refundable. (bd) The Bridge Loan Lenders shall have paid the Bridge Loan Consideration to the Borrowers as set forth in Section 2.4 of the Purchase Agreement, less the Bridge Loan Fee (without duplication of Section 3(c) of this Amendment) and the Lenders’ costs and expenses accrued to the First Amendment Effective Date and reimbursable under the Purchase Agreement or other Transaction Agreements. (e) As of the Second First Amendment Effective Date, and after giving effect to the First Amendment, (i) no Default or Event of Default shall have occurred and be continuing other than as are being waived pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewithcontinuing; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V 4 of the Amended Purchase Agreement and in the other Operative Documents Transaction Agreements shall be true and correct in all material respects (without duplication of qualifiers therein as to materiality or Material Adverse Effect) as of the Second First Amendment Effective Date as if made on the Second First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Restated Closing Date, which shall be read to be the Second First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date foregoing being disclosed to the Purchasers Lenders in the form of updated Schedules to the Purchase Agreement; and (iii) each the Credit Party Parties shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the Second First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have Lender has waived in writing), and, to the extent that any schedules to the Purchase Agreement Schedules hereto are incomplete or inaccurate as of the Second First Amendment Effective Date, the Credit Parties shall deliver updated schedulesSchedules. (f) On the First Amendment Effective Date, the Company and each other Credit Party shall have executed and delivered, or caused to be executed and delivered, to the Lenders, a certificate signed by the appropriate officers of such Person certifying, inter alia, as to the (i) Articles and notice of articles of the Company, and all constating, organizational or governing documents of each other Credit Party, (ii) resolutions of the board of directors, managers, shareholders or members, as applicable, of the Company and each other Credit Party authorizing and approving such Person’s execution, delivery and performance of their obligations under the Transaction Agreements, (iii) incumbency and signatures of the signing officers of the Company and each other Credit Party, and (iv) certificates of good standing of recent date for the Company and each other Credit Party from the relevant authority in each jurisdiction in which such Person is qualified to do business.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective as of on the Second date (the “Amendment No. 2 Effective Date subject only to the satisfaction of each of Date”) on which the following conditionsconditions are satisfied, or waived by the Administrative Agent in its sole discretion: (a) The Purchasers Administrative Agent shall have received from (i) Lenders constituting the Required Lenders and (ii) each Loan Party a duly executed counterpart of this Amendment signed on behalf of such party (which may include facsimile or other electronic transmission of a signed signature page of this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent). (b) As The Administrative Agent shall have received a favorable written opinion of (i) K▇▇▇▇▇▇▇ & E▇▇▇▇ LLP, special counsel for the Loan Parties, (ii) Walkers Bermuda, Bermuda counsel for the Loan Parties, and (iii) Cains Advocates Limited, Isle of Man counsel for the Loan Parties, in each case (A) dated the Amendment No. 2 Effective Date, (B) addressed to the Administrative Agent, the Collateral Agent and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Documents as the Administrative Agent shall reasonably request. (c) The Borrower shall have paid all reasonable fees, expenses and disbursements of M▇▇▇▇ & V▇▇ ▇▇▇▇▇ PLLC, as counsel for the Administrative Agent, incurred in connection with the preparation, negotiation and execution of this Amendment to the extent invoiced on or prior to the date hereof. (d) The Administrative Agent shall have received a certificate from a Responsible Officer of the Second Borrower certifying as to the matters set forth in Section 2 hereof. (e) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Amendment No. 2 Effective Date and certifying: (i) a copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, (1) if available from an official in such jurisdiction, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, or (2) otherwise certified by the Secretary or Assistant Secretary of such Loan Party or other person duly authorized by the constituent documents of such Loan Party, (ii) a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of such Loan Party as of a recent date from such Secretary of State (or other similar official), (iii) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Amendment No. 2 Effective Date and at all times since a date prior to the date of the resolutions de-scribed in clause (iv) below, (iv) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents dated as of the Amendment No. 2 Effective Date to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Amendment No. 2 Effective Date, (iv) no Default as to the incumbency and specimen signature of each officer executing any Loan Document or Event any other document delivered in connection herewith on behalf of Default such Loan Party, (vi) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party, and (vii) such other documents as the Administrative Agent and the Lenders on the Amendment No. 2 Effective Date may reasonably request (including tax identification numbers and addresses); provided that, in lieu of delivering the foregoing attachments, each Loan Party may certify that any such attachment that was provided to the Administrative Agent or certified to on the Amendment No. 1 Effective Date has not been in any way modified, rescinded, revoked or amended in whole or in part, in any respect, and is in full force and effect on the date hereof. (f) The Lenders shall have occurred and be continuing other than as are being waived pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewith; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except to the extent expressly made as of received a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers solvency certificate substantially in the form of updated Schedules Exhibit C to the Purchase Agreement; and (iii) each Credit Party shall have performed Agreement and complied with all signed by a Financial Officer of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to Borrower confirming the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as solvency of the Second Borrower and its Subsidiaries on a consolidated basis, in each case, after giving effect to this Amendment Effective Date, on the Credit Parties shall deliver updated schedules.Amendment No. 2

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective as of on the Second Amendment Effective Date subject only to the satisfaction of first Business Day on which each of the following conditionsconditions is satisfied: (a) The Purchasers Administrative Agent shall have received (i) (I) from each Cashless Option Tranche B-1/B-3 Lender, (II) from Additional Tranche B-4 Term Loan Lenders having Additional Tranche B-4 Term Loan Commitments equal in principal amount to the sum of (x) the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-1/B-3 Term Loan Lenders plus (y) the principal amount of Existing Term Loans for which the “Post-Closing Settlement Option” was selected and (III) from each Revolving Credit Lender and 2020 Additional Revolving Credit Lender, which L▇▇▇▇▇▇ described in this clause (i) shall collectively constitute all Lenders after giving effect to this Amendment, duly executed by (ii) from the Credit Parties, the Purchasers and the Collateral Administrative Agent, and (iii) from the Borrower and Holdings, either (x) a counterpart of this Amendment Fee Notes(or, duly executed by in the Borrowerscase of such Cashless Option Tranche B-1/B-3 Lenders, a Consent to Amendment No. 7) signed on behalf of such party or (y) written evidence satisfactory to the Purchasers and the Collateral Agent.Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) As The Borrower shall have paid (or caused to have been paid) to (i) all Existing Term Loan Lenders on the Amendment No. 7 Effective Date, simultaneously with the making (or deemed making) of Tranche B-4 Term Loans under the Amended Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 7 Effective Date and (ii) all Non-Consenting Existing Tranche B-1/B-3 Term Loan Lenders and all Post-Closing Option Tranche B-1/B-3 Lenders on the Amendment No. 7 Effective Date, simultaneously with the making (or deemed making) of Tranche B-4 Term Loans under the Amended Credit Agreement, all outstanding principal of their Existing Term Loans as of the Second Amendment No. 7 Effective Date,; (c) The Administrative Agent shall have received the executed legal opinion of S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & B▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties. The Borrower, Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 7 Arrangers and the Tranche B-4 Term Loan Lenders the fees in the amounts previously agreed in writing to be received on the Amendment No. 7 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 7 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 7 Effective Date; (e) The representations and warranties set forth in Section 3 above shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Amendment No. 7 Effective Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing this Amendment and the other Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 7 Effective Date or a recent date prior thereto; (g) The Administrative Agent shall have received a Notice of Borrowing in respect of the Tranche B-4 Term Loans in accordance with Section 2.3 of the Amended Credit Agreement; (h) The Administrative Agent shall have received a certificate of the Borrower certifying that after giving effect to the incurrence of the Tranche B-4 Term Loan Commitments, the Borrower has not incurred Indebtedness pursuant to Section 2.14 and Section 10.1(x) of the Credit Agreement in excess of the Maximum Incremental Facilities Amount, calculated in accordance with the terms of the Credit Agreement; (i) no Default or Event of Default The Administrative Agent shall have occurred and be continuing received a certificate from the Chief Executive Officer, President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager or any other than as are being waived pursuant senior financial officer of the Borrower to the Limited Waiver and Release among effect that after giving effect to the parties hereto and dated of even date herewithtransactions contemplated by this Amendment, the Borrower on a consolidated basis with its Restricted Subsidiaries is Solvent; (iij) The Tranche B-4 Term Loan Lenders shall have received prior to the representations and warranties of the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second Amendment No. 7 Effective Date such documentation and other information about the Borrower and the Guarantors as if made on shall have been reasonably requested in writing by such Lender at least 10 days prior to the Second Amendment No. 7 Effective Date (except to and as required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase AgreementPatriot Act; and (iiik) each Credit Party shall have performed If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and complied with all of any Tranche B-4 Term Loan Lender has provided its electronic delivery requirements, such Lender requesting a Beneficial Ownership Certification in writing to the terms, covenants, agreements and conditions to be performed or complied with by it on or Borrower at least 10 days prior to the Second Amendment No. 7 Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers shall have waived in writing), and, received prior to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment No. 7 Effective Date, a Beneficial Ownership Certification in relation to the Credit Parties shall deliver updated schedulesBorrower.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in effectiveness of this Amendment shall be effective as of and the Second Amendment Effective Date amendments set forth in Section 2 hereof, are subject only to satisfaction (or waiver by the satisfaction of each Administrative Agent and the Required Lenders party hereto) of the following conditions:conditions precedent (the first date of such satisfaction (or waiver) being the “Amendment No. 3 Effective Date”): (a) The Purchasers the Administrative Agent (or its counsel) shall have received (i) from each of the Borrower and the Guarantors, and (ii) from the Lenders party hereto constituting the Required Lenders either (x) a counterpart of this Amendment signed on behalf of such party or (y) written evidence reasonably satisfactory to the Administrative Agent (which may include delivery of a signed signature page of this Amendment by facsimile or other means of electronic transmission (e.g., “pdf”)) that such party has signed a counterpart of this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent.; (b) As the Borrower shall have delivered to the Administrative Agent (or its counsel) a certificate from a Responsible Officer of the Second Borrower, dated as of the Amendment No. 3 Effective Date, (i) no Default or Event of Default shall have occurred and be continuing other than as are being waived pursuant , to the Limited Waiver effect set forth in Section 4(b) and Release among the parties hereto and dated of even date herewith(d) hereof; (iic) prior to or substantially concurrently with the Amendment No. 3 Effective Date, the Borrower shall have paid (or caused to be paid) to the Administrative Agent and the Amendment No. 3 Lead Arranger all reasonable and documented out-of-pocket expenses of the Administrative Agent and the Amendment No. 3 Lead Arranger incurred in connection with the preparation, execution and delivery of this Amendment and the other instruments and documents to be delivered hereunder, if any (but limited, in the case of legal fees and expenses, to the actual reasonable and documented out-of-pocket fees, disbursements and other charges of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Administrative Agent), in each case, to the extent invoiced at least one Business Day prior to the Amendment No. 3 Effective Date and otherwise required to be paid by the Borrower on or prior to the Amendment No. 3 Effective Date pursuant to, and subject to the limitations set forth in, Section 9.05 of the Existing Credit Agreement and (without duplication) the representations and warranties correlative provisions set forth in any other Loan Document (as defined in the Existing Credit Agreement); and (d) prior to or substantially concurrently with the Amendment No. 3 Effective Date, the Borrower shall have paid (or caused to be paid) to the Administrative Agent, for the account of each Lender party hereto, a consent fee in an amount equal to 0.25% of the Credit Parties contained in ARTICLE V aggregate principal amount of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct Term Loans held by such Lender as of the Second Amendment No. 3 Effective Date as if made on the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be fully earned and due and payable on the Second Amendment No. 3 Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedules.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective as of the Second Amendment date (the “Effective Date subject only to the satisfaction of each of Date”) on which the following conditionsconditions are satisfied: (a) The Purchasers Administrative Agent shall have received counterparts of this Amendment, Amendment duly executed and delivered by the Credit PartiesBorrower, each Subsidiary Guarantor, the Purchasers Issuing Bank and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agenteach Lender. (b) As The Administrative Agent shall have received reimbursement for all of its reasonable out-of-pocket costs and expenses in accordance with Section 2.4 hereto. (c) The Administrative Agent shall have received, for its account and on account of each Lender, all fees in connection with this Amendment in accordance with any fee letter or commitment letter, between the Borrower and ING or the Borrower and any Lender. (d) The Borrower shall have paid to the Administrative Agent and the Lenders all accrued but unpaid interest as of the Second date hereof, calculated at the rate set forth in the Credit Agreement (for clarity, without giving effect to the Amendment). (e) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated as of the date hereof) of ▇▇▇▇▇ & ▇▇▇▇▇▇, LLP, counsel for the Obligors, in form and substance reasonably acceptable to the Administrative Agent and covering this Amendment Effective Date,and any other matter as the Administrative Agent may reasonably request (and the Borrower hereby instructs such counsel to deliver such opinion to the Lenders and the Administrative Agent). (f) The Administrative Agent shall have received: (i) a certificate, from the secretary of each Obligor, that there has been no Default or Event of Default shall have occurred and be continuing other than as are being waived pursuant change to the Limited Waiver and Release among the parties hereto and dated organizational documents of even date herewith; each Obligor delivered as of February 22, 2011, (ii) the representations signature and warranties incumbency certificates of the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as officers of such earlier date)Person executing this Amendment, with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all resolutions of the termsboard of directors or similar governing body of each Obligor approving and authorizing the execution, covenantsdelivery and performance of this Amendment, agreements (iv) a good standing certificate from the applicable Governmental Authority of each Obligor's jurisdiction of incorporation, organization or formation and conditions in each jurisdiction in which it is qualified as a foreign corporation or other entity to be performed or complied with by it on or do business, each dated a recent date prior to the Second Amendment Effective Date date hereof, and (v) such other than any failure to perform documents and certificates as the Administrative Agent or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, its counsel may reasonably request relating to the extent that organization, existence and good standing of the Obligors, the authorization of this Amendment and any schedules other legal matters relating to the Purchase Agreement are incomplete or inaccurate as of Obligors, all in form and substance satisfactory to the Second Amendment Effective Date, the Credit Parties shall deliver updated schedulesAdministrative Agent and its counsel.

Conditions to Effectiveness of Amendment. The amendments to obligations of the Amended Purchase Agreement in Lenders herein and the effectiveness of the other provisions of this Amendment shall be effective as of the Second Amendment Effective Date subject only to the satisfaction of each fulfillment of the following conditionsconditions precedent in a manner satisfactory to the Agent: (a) The Purchasers Agent shall have received this Amendment, duly executed by all the Credit Parties, the Purchasers and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent. following (b) As each of the Second Amendment Effective Date,following documents in form and substance satisfactory to the Agent): (i) no Default or Event A copy of Default shall have occurred the resolutions of the Board of Directors of the Borrower, dated on the date hereof, certified by the Secretary of Assistant Secretary of the Borrower, authorizing the execution, delivery and performance by the Borrower of this Amendment and any other document to be continuing other than as are being waived delivered pursuant to hereto (collectively, the Limited Waiver and Release among the parties hereto and dated of even date herewith"AMENDMENT DOCUMENTS"); (ii) A certificate of the Secretary or an Assistant Secretary of the Borrower, dated on the date hereof, as to the incumbency and signature of the officers of the Borrower authorized to sign the Amendment Documents, together with evidence of the incumbency of such Secretary or Assistant Secretary; (iii) All consents, approvals, waivers, authorizations and orders of any courts or governmental authorities (including, without limitation, federal and state banking authorities) or third parties required in connection with the execution, delivery and performance by the Borrower of the Amendment Documents and the performance of the transactions contemplated hereby; and (iv) All other documents the Agent may reasonably request with respect to any matter relevant to the Amendment Documents or the transactions contemplated hereby; (b) The representations and warranties of contained in the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents Agreement, as amended hereby, shall be true and correct in all material respects on and as of the Second Amendment Effective Date as if made date hereof and on the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to date of actual execution and delivery hereof by the Purchasers in the form of updated Schedules to the Purchase AgreementBorrower; and (iiic) each Credit Party All corporate and legal proceedings and all documents required to be completed and executed by the provisions of, and all instruments to be executed in connection with the transactions contemplated by the Amendment Documents and any related agreements shall be satisfactory in form and substance to the Agent, and the Agent shall have performed received all information and complied with copies of all documents, including records of corporate proceedings, required by the terms, covenants, Amendment Documents and any related agreements and conditions to be performed executed or complied with by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers Agent may reasonably have waived requested in writing)connection therewith, andsuch documents, where appropriate, to the extent that any schedules to the Purchase Agreement are incomplete be certified by proper corporate or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedulesgovernmental authorities.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective as upon satisfaction (or waiver in accordance with Section 13.13 of the Second Amendment Effective Date subject only to the satisfaction Credit Agreement) of each of the following conditions:conditions precedent (the date of satisfaction of all of the following conditions precedent, the “Amendment No. 1 Effective Date”): (a) The Purchasers the Administrative Agent shall have received counterpart signature pages of this Amendment, Amendment duly executed by each of the Credit Parties, the Purchasers and the Collateral Agent, and the Amendment Fee Notes, duly executed by following: (i) the Borrowers, (ii) Lenders constituting the Purchasers Required Lenders and (iii) the Collateral Administrative Agent. (b) As the U.S. Borrower shall have paid all expenses (including, without limitation, all fees and expenses of counsel) of the Second Administrative Agent and Bank of America, N.A., in each case incurred in connection with this Amendment Effective Date,that are required to be repaid pursuant to the terms of the Credit Agreement for which an invoice has been submitted to the U.S. Borrower; (ic) each of the representations and warranties set forth herein and in the Amended Credit Agreement shall be true and correct in all material respects as of the date hereof, except to the extent the same expressly relate to an earlier date, in which case the same shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects; (d) no Default or Event of Default shall have occurred and be continuing other than or would occur as are being waived pursuant to a result of the Limited Waiver execution and Release among delivery hereof by the parties hereto and dated of even date herewithBorrowers; (iie) the representations and warranties Administrative Agent shall have received a copy of the Credit Parties contained in ARTICLE V certificate of an appropriate officer of the Amended Purchase Agreement Borrowers, certifying to the administrative agent under the Bridge Facility on behalf of the Borrowers that each of the conditions set forth in clauses (c) and in the other Operative Documents shall be true and correct (d) above have been satisfied as of the Second Amendment Effective Date as if made date hereof; (f) the Administrative Agent shall have received copies of each Borrower’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary (or individual holding a comparable position); (g) the Administrative Agent shall have received copies of resolutions (or equivalent authorizations) of each Borrower’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, together with specimen signatures of the persons authorized to execute such documents on each Borrower’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other appropriate officer; (h) the Second Amendment Effective Date Administrative Agent shall have received copies of the certificates of good standing (except or equivalent instrument) for each Borrower (dated no earlier than 30 days prior to the extent expressly made as of a prior date (other than hereof) from the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as office of the Second Amendment Effective Date being disclosed to secretary of state (or equivalent) of the Purchasers in the form jurisdiction of updated Schedules to the Purchase Agreementits incorporation or organization; and (iiii) each Credit Party the Administrative Agent shall have performed and complied with all received a certificate of a representative of the termsBorrowers, covenants, agreements and conditions to be performed or complied with by it on or prior to certifying that this Amendment constitutes a “Qualifying Revolver Amendment” (as defined in the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which Bridge Commitment Letter) under the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedulesBridge Commitment Letter.

Conditions to Effectiveness of Amendment. The effectiveness of the amendments set forth in Section 2 hereof shall occur on the date of the satisfaction of the following conditions precedent (such date, the “Amendment Effective Date”): a. the Borrowers, each other Loan Party (other than Loan Parties organized in France, Luxembourg and Italy) and the Required Lenders shall have executed and delivered counterparts of this Amendment to the Amended Purchase Agreement Administrative Agent and the Required Lenders and each of the Term Lenders (including each Assuming Lender) shall have executed and delivered counterparts of this Amendment to the Administrative Agent; b. the Administrative Agent shall have received the Collateral Document set forth on Schedule A hereto, executed and delivered by the applicable Loan Parties and the Collateral Agent; c. each of the representations and warranties contained in Section 6 of this Amendment shall be effective true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Second Amendment Effective Date subject only to the satisfaction of each of the following conditions: (a) The Purchasers shall have received this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent. (b) As of the Second Amendment Effective Date,; (i) d. at the time of and immediately after giving effect to this Amendment and the transactions occurring on the Amendment Effective Date, no Default or Event of Default exists; e. the Administrative Agent shall have occurred and be continuing other than as are being waived pursuant to received a certificate dated the Limited Waiver and Release among the parties hereto and dated of even date herewith; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second Amendment Effective Date as if made and signed by a Responsible Officer of the Borrower Representative, confirming compliance with the conditions set forth in Sections 4(c) and 4(d) hereof; and f. the Administrative Agent shall have received: a. for distribution to the Amendment Arranger, all fees and expenses agreed to by the Borrowers or the Borrower Representative that are due and payable on or before the Second Amendment Effective Date (except including reasonable and documented out-of-pocket fees, expenses and disbursements of legal counsel); b. for distribution to each Non-Consenting Term Lender (as defined in Section 12(e) below), an amount equal to the extent expressly made as sum of a prior date (other than x) the Closing Date, which shall be read principal of and interest accrued to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed on the outstanding Loans of such Non-Consenting Term Lender (as defined below) and (y) all fees and other amounts owing to or accrued for the Purchasers in account of such Non-Consenting Term Lender under the form Existing Credit Agreement (including any amounts under Section 3.06 of updated Schedules to the Purchase Existing Credit Agreement); and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedules.

Conditions to Effectiveness of Amendment. The amendments to This Amendment shall become effective when the Lender shall have received (i) counterparts of this Amendment duly executed by each of the Loan Parties; (ii) the Amended Purchase Agreement in this Amendment shall be effective and Restated Revolver Note, dated as of the Second Amendment Effective Date subject only date of this Amendment, in substantially the form attached hereto as Exhibit A, executed by the Borrower; (iii) the Guarantees, in substantially the form attached hereto as Exhibit B, and the Security Agreement, in substantially the form attached hereto as Exhibit C, each executed and delivered by the Guarantors that have not executed and delivered to the satisfaction Lender a Guarantee and the Security Agreement, each dated as of June 30, 2002; (iv) a certified copy of the resolutions of the Board of Directors of the Borrower and each of the following conditionsGuarantors, in substantially the form attached hereto as Exhibit D, evidencing approval of this Amendment and the other documents and matters contemplated hereby, and all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and such other documents, including, but not limited to, a certificate of "good standing" (or its equivalent), certified copies of the articles of incorporation and true and correct copies of the bylaws; (v) a favorable opinion of counsel for the Borrower, in substantially the form attached hereto as Exhibit E, as to the due execution and delivery by the Borrower and each of the Guarantors of this Amendment and the other documents contemplated hereby and as to such other matters as the Lender may reasonably request; (vi) a signed copy of a certificate of an officer of the Borrower and each of the Guarantors, in substantially the form attached hereto as Exhibit F, who shall certify the names of the officers of the Borrower and the respective Guarantors authorized to sign this Amendment and the other documents or certificates to be delivered pursuant to this Amendment by the Borrower, each of the Guarantors, or any of its respective officers, together with the true signatures of such officers (Lender may conclusively rely on such certificate until it shall receive a further certificate of the Secretary or an Assistant Secretary of the Borrower or the respective Guarantor canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate); (vii) a certified copy of the written approval and consent of the holders, if any, of any obligations of the Borrower which must consent to this Amendment and the Borrowings under the Agreement and the other Loan Documents, as amended hereby; (viii) Amendment No. 1 to Subordination Agreements, in substantially the form attached hereto as Exhibit G, to be signed by each Affiliate that is a holder of debt of the Borrower other than the Lender, if any, or unless waived by the Lender; (ix) Subordination Agreements, in substantially the form attached hereto as Exhibit H, each executed and delivered by the Guarantors that did not execute and deliver to the Lender a Subordination Agreement, dated as of June 30, 2002; (x) a certificate, in substantially the form attached hereto as Exhibit I, signed by the President, Vice President or by any other duly authorized officer of the Borrower, solely in such corporate capacity, stating that, based on an examination which in the opinion of the signer is sufficient to enable him to make an informed statement, to the best of his knowledge: (a) The Purchasers shall have received representations and warranties contained in Section 4.01 of the Agreement are correct on and as of the date of this Amendment, duly executed Amendment as though made on and as of such date except to the extent that such representations and warranties specifically relate to an earlier date or are affected by the Credit Parties, transaction contemplated under the Purchasers and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent.Agreement as amended hereby; and (b) As of the Second Amendment Effective Date, (i) no Default No event has occurred and is continuing or would result from this Amendment, which constitutes an Event of Default shall have occurred and or would constitute an Event of Default but for the requirement that notice be continuing other than as are being waived pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewith; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreementgiven or time elapse or both; and (iiixi) each Credit Party shall have performed and complied with all payment by the Borrower of the termsfees and costs, covenantsincluding attorneys' fees and expenses, agreements incurred in connection with this Amendment and conditions to be performed or complied the other documents and matters contemplated hereby, and all fees and costs still outstanding which were incurred in connection with by it on or prior to the Second Amendment Effective Date (Agreement and the other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedulesLoan Documents.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective as of on the Second date (the “Amendment No. 1 Effective Date subject only to the satisfaction of Date”) on which each of the following conditionsconditions are satisfied or waived by each applicable party: (a) The Purchasers Administrative Agent shall have received executed signature pages to this Amendment, duly executed by Amendment from the Credit PartiesLenders, the Purchasers Borrower and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent.each other Loan Party; (b) As The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of the Second Amendment No. 1 Effective Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such credit extension or on such earlier date, as the case may be; (ic) At the time of and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing other than as are being waived pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewithcontinuing; (iid) The Borrower shall have paid or caused to be paid all reasonable and documented out-of-pocket costs and expenses incurred by the representations Administrative Agent and warranties its Affiliates (without duplication) including the reasonable fees, charges and disbursements of the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except legal counsel to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), Administrative Agent incurred in which case such representations and warranties shall be true and correct as of such earlier date), connection with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreementthis Amendment; and (iiie) each Credit Party The Borrower shall have performed and complied with all paid, (i) for the account of each Lender that has returned an executed signature page to this Amendment to the terms, covenants, agreements and conditions to be performed or complied with by it on Administrative Agent at or prior to 5:00 p.m. (New York City time) on November 12, 2015, consent fees in the Second Amendment Effective Date (other than any failure amount equal to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as 0.05% of the Second Amendment Effective Datesum, the Credit Parties shall deliver updated scheduleswithout duplication, of such Lender’s outstanding Loans and Commitments.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this Amendment shall be effective as effectiveness of the Second Amendment Effective Date amendments set forth in Section 2 above is subject only to the satisfaction of (or waiver by each Consenting Lender and Consenting Issuing Bank party hereto) of the following conditions:conditions precedent (the date of such satisfaction or waiver being the “Amendment No. 1 Effective Date”): (a) The Purchasers Agent shall have received counterparts of this Amendment, duly Agreement executed by a Responsible Officer of each Loan Party and a duly authorized officer of the Credit Parties, the Purchasers and the Collateral Agent, each Consenting Lender and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agenteach Consenting Issuing Bank. (b) As The Lead Borrower shall have paid all reasonable and documented out-of-pocket fees and expenses of the Second Agent and the Consenting Lenders (including, without limitation, such legal fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Canada LLP as counsel to the Agent) incurred in connection with the preparation, execution and delivery of this Amendment Effective Date,and the other instruments and documents to be delivered hereunder. (ic) no Default or Event Each of Default shall have occurred and be continuing other than as are being waived pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewith; (ii) the representations and warranties of the Credit Loan Parties contained in ARTICLE V Section 3 of this Amendment are true and correct in all material respects as of the Amended Purchase Agreement Amendment No. 1 Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in the other Operative Documents which case such representations and warranties shall be true and correct in all material respects as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (such earlier date) and except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date)such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; andall respects. (iiid) each Credit Party shall have performed No Default or Event of Default has occurred and complied with all of is continuing on the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the Second Amendment No. 1 Effective Date (other than any failure immediately prior to perform giving effect to this Amendment) or comply with such terms, covenants, agreements and conditions which the Purchasers would result immediately after giving effect to this Amendment. (e) The Agent shall have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as received a certificate of the Second Lead Borrower, dated the Amendment No. 1 Effective Date, executed by a Responsible Officer of the Credit Parties shall deliver updated schedulesLead Borrower certifying compliance with the requirements set forth in clauses (c) and (d) of this Section 4.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective as of the Second Amendment Effective Date subject only to date first written above upon the satisfaction of each of the following conditionsconditions precedent: (a) The Purchasers Each party hereto shall have received executed and delivered this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Amendment to Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent.; (b) As Agent shall have received a fully executed copy, in form and substance reasonably satisfactory to Agent, of a conforming amendment to the Revolving Loan Agreement; (c) Agent shall have received a fully executed copy, in form and substance satisfactory to Agent, of that certain First Amendment to Fee Letter between Agent and Borrower; (d) Agent shall have received a fully executed copy, in form and substance satisfactory to Agent, of that certain Consent and Amendment No. 1 to Intercreditor Agreement by and between Agent and the Revolving Loan Agent; (e) Agent shall have received evidence that ▇▇▇▇▇▇▇ Advisory Group LLC has received from Borrower a refundable retainer in the amount of $75,000; (f) Agent shall have received, in form and substance reasonably satisfactory to Agent, copies of resolutions of the Second board of directors (or other equivalent governing body or member) of Borrower authorizing the execution, delivery and performance of this Amendment Effective Date,and the First Amendment to Fee Letter; (g) All proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be reasonably satisfactory to Agent and its legal counsel; (h) Agent shall have received payment of all fees payable to Agent and Lenders pursuant to the terms of the Fee Letter, and all other fees, charges and disbursements of Agent and its counsel required to be paid pursuant to the Loan Agreement in connection with the preparation, execution and delivery of this Amendment and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith that have been invoiced on or before the date hereof; and (i) no No Default or Event of Default shall have occurred and be continuing other than as are being waived pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewith; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedulescontinuing.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective as of on the Second date on which the following conditions precedent have been satisfied or waived (the “Third Amendment Effective Date subject only to the satisfaction of each of the following conditions:Date”): (a) The Purchasers Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by a duly executed by authorized officer of each of (A) MWVC, (B) the Credit PartiesBorrower, (C) Lenders constituting the Purchasers Required Lenders and (D) the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Administrative Agent. (b) As After giving effect to this Amendment, each of the Second representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects (and in all respects if qualified by materiality) on and as of the Third Amendment Effective Date,Date as if made on and as of the Third Amendment Effective Date (or to the extent such representations and warranties expressly relate to an earlier date, as of such earlier date). (ic) no No Default or Event of Default shall have occurred and be continuing other than as are being waived pursuant to on the Limited Waiver and Release among the parties hereto and dated of even date herewith; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second Third Amendment Effective Date as if or after giving effect to the amendments contemplated herein and any extensions of credit requested to be made on the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Third Amendment Effective Date). (d) All governmental and third party approvals necessary in connection with the transactions contemplated hereby and by the Credit Agreement shall have been obtained and be in full force and effect, in and all applicable waiting periods shall have expired without any action being taken or, to the Borrower’s knowledge, threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the financing contemplated hereby. (e) The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses for which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions invoices have been presented to such representations and warranties as of the Second Borrower on or before the Third Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; andDate. (iiif) each Credit Party The Administrative Agent and the other Lenders shall have performed and complied with all of the termsreceived, covenants, agreements and conditions to be performed or complied with by it on or at least 5 days prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Third Amendment Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Credit Parties shall deliver updated schedulesPatriot Act, previously requested of the Borrower by the Administrative Agent.

Conditions to Effectiveness of Amendment. The amendments Bank’s willingness to agree to the Amended Purchase Agreement amendments set forth in this Amendment shall be effective as of the Second Amendment Effective Date is subject only to the prior satisfaction of each of the following conditions: 1. Execution by all parties and delivery to the Bank of this Amendment, including the attached Consent. 2. Payment by the Borrower to the Bank of all fees and expenses required by the Bank in connection with this Amendment, including without limitation those fees set forth in the Loan Fee Authorization. Each of the undersigned guarantors (jointly and severally if more than one, the “Guarantor”) consents to the provisions of the foregoing Amendment and all prior amendments (if any) and confirms and agrees that: (a) The Purchasers shall have received this the Guarantor’s obligations under its Guaranty and Suretyship Agreement dated as of September 15, 2022 (collectively if more than one, the “Guaranty”), relating to the Obligations mentioned in the Amendment, duly executed shall be unimpaired by the Credit Parties, the Purchasers and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent. Amendment; (b) As the Guarantor has no defenses, set offs, counterclaims, discounts or charges of any kind against the Second Amendment Effective Date, (i) no Default Bank, its officers, directors, employees, agents or Event of Default shall have occurred and be continuing other than as are being waived pursuant attorneys with respect to the Limited Waiver Guaranty; and Release among the parties hereto and dated of even date herewith; (iic) the representations and warranties of the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenantsconditions and covenants in the Guaranty remain unaltered (except as expressly modified by the Amendment) and in full force and effect, agreements are hereby ratified and conditions confirmed, and continue to be performed or complied with by it on or prior apply to the Second Amendment Effective Date Obligations, as modified by the Amendment. The Guarantor certifies that all representations and warranties made in the Guaranty are true and correct. The Guarantor hereby confirms that any collateral for the Obligations, including liens, security interests, mortgages, and pledges granted by the Guarantor or third parties (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writingif applicable), andshall continue unimpaired and in full force and effect, shall cover and secure all of the Guarantor’s existing and future Obligations to the extent Bank, as modified by this Amendment. By signing below, the Guarantor agrees that this Consent, the Guaranty, the other Loan Documents, any schedules amendments thereto and any other information, notice, signature card, agreement or authorization related thereto (each, a “Communication”) may, at the Bank’s option, be in the form of an electronic record. Any Communication may, at the Bank’s option, be signed or executed using electronic signatures. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Bank of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format) for transmission, delivery and/or retention. The Guarantor acknowledges and agrees that the methods for delivering Communications, including notices, under the Guaranty and the other Loan Documents include electronic transmittal to any electronic address provided by any party to the Purchase Agreement are incomplete other party from time to time. By signing below, each Guarantor who is an individual provides written authorization to the Bank or inaccurate its designee (and any assignee or potential assignee hereof) to obtain the Guarantor's personal credit profile from one or more national credit bureaus. This authorization extends to obtaining a credit profile (i) in considering an application for credit that is evidenced, guaranteed or secured by the Guaranty or documents relating thereto, (ii) assessing creditworthiness and (iii) considering extensions of credit, including on an ongoing basis, as necessary for the purposes of (a) update, renewal or extension of such credit or additional credit, (b) reviewing, administering or collecting the Second Amendment Effective Dateresulting account and (c) reporting on the repayment and satisfaction of such credit obligations. By signing below, such individual further ratifies and confirms his or her prior requests and authorizations with respect to the Credit Parties matters set forth herein. For the avoidance of doubt, this provision does not apply to persons signing below in their capacities as officers or other authorized representatives of entities, organizations or governmental bodies. A photocopy or facsimile copy of this authorization shall deliver updated schedulesbe valid as the original. By signature below, each such Guarantor affirms his/her identity as the respective individual(s) identified in the Guaranty.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective as of upon that date (the Second Amendment “Effective Date subject only to the satisfaction of Date”) when each of the following conditionsconditions has been met: (a) The Purchasers Senior Secured Five Year Notes and related documents shall have received this Amendment, duly executed provide for the payment of a portion of the proceeds of the issuance of the Senior Secured Five Year Notes directly by the trustee for the noteholders thereof to the Agent as a prepayment in such amount of the Revolving Credit PartiesLoans and Swing Loans, the Purchasers and the Collateral Agentif any, outstanding, and the Senior Secured Five Year Notes and related documents shall substantially conform to the Summary of Terms accompanying this Amendment Fee as Exhibit A and the Description of Notes in the preliminary offering memorandum for the Senior Secured Five Year Notes; provided that any changes or additions to covenants, duly executed terms or conditions of the Senior Secured Five Year Notes from those set forth in such Exhibit or preliminary Description of Notes shall not be materially more restrictive to any of the Loan Parties than those of the Credit Agreement as amended hereby (as determined by the Borrowers, the Purchasers and the Collateral Agent.Agent in its reasonable discretion); (b) As The Senior Secured Five Year Notes shall have been issued in a principal amount not less than $600,000,000 and a portion of the Second Amendment Effective Date,proceeds of the Senior Secured Five Year Notes shall be paid directly by the issuer thereof to the Agent as a prepayment in such amount of the Revolving Credit Loans and Swing Loans, if any, outstanding. (c) The Loan Parties, Agent and Lenders, as appropriate shall have executed and delivered replacement promissory notes substantially in the form of Exhibits 1.1(R) and 1.1(S)(2) (reflecting the revised Commitments), and an amended and restated Security Agreement in substantially the form attached hereto as Exhibit 1.1(S)(1). (d) There shall have been delivered to the Agent for the benefit of each Lender written opinions of (i) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esquire, in house counsel to the Loans Parties and (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, New York counsel to the Loan Parties, in each case dated as of the date of issuance of the Senior Secured Five Year Notes substantially similar in scope to the opinion letter received in connection with the Credit Agreement, including no conflict of this Amendment with the terms of existing or new indebtedness of the Loan Parties and no conflict between the terms of the Senior Secured Five-Year Notes and existing indebtedness of the Loan Parties, and otherwise in form and substance reasonably satisfactory to the Agent and its counsel and covering such matters relating to the Loan Parties and the Loan Documents, including this Amendment, as the Agent shall reasonably request. (e) The representations and warranties of the Loan Parties contained in Section 5 [Representations and Warranties] of the Credit Agreement as amended hereby and in the other Loan Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the Effective Senior Secured Five Year Notes Date (such term being used in this Clause (e) as defined at Section 1(e) hereof) (except representations and warranties which expressly relate solely to an earlier date or time, which representations and warranties shall be true and correct in all material respects on and as of the specific dates or times referred to therein); no Event of Default or Event of Potential Default shall have occurred and be continuing other than as are being waived pursuant to or shall exist; and, Borrower and Hovnanian make the Limited Waiver and Release among the parties hereto and dated of even date herewith; (ii) the following additional representations and warranties each of the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents which shall be true and correct as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Senior Secured Five Year Notes Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedules.:

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in effectiveness of this Amendment shall be effective as of the Second Amendment Effective Date is subject only solely to the satisfaction or waiver of each of the following conditions:conditions (the “Amendment No. 12 Effective Date Conditions”; and the date on which such conditions are satisfied or waived, the “Amendment No. 12 Effective Date”): (a) The Purchasers Administrative Agent shall have received this Amendment(i) from each Existing Tranche B-6 Term Loan Lender with a Tranche B-8 Term Loan Commitment and from the Additional Tranche B-8 Term Loan Lenders having Additional Tranche B-8 Term Loan Commitments equal in principal amount to the amount of Existing Tranche B-6 Term Loans held by Non-Consenting Existing Tranche B-6 Term Loan Lenders and Post-Closing Option Tranche B-8 Lenders, duly executed by (ii) from the Credit Parties, the Purchasers and the Collateral Administrative Agent, and (iii) from the Borrowers and each Guarantor, either (x) a counterpart of this Amendment signed on behalf of such party (including, for the avoidance of doubt, in each case of a Cashless Option Tranche B-8 Lender or Post-Closing Option Tranche B-8 Lender, an executed counterpart substantially in the form of Exhibit A hereto) or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Borrowers shall have paid to all Existing Tranche B-6 Term Loan Lenders on the Amendment Fee NotesNo. 12 Effective Date, duly substantially concurrently with the making of Tranche B-8 Term Loans under the Amended Credit Agreement, all accrued and unpaid interest on the Existing Tranche B-6 Term Loans to, but not including, the Amendment No. 12 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Borrowers and Morris, ▇▇▇▇▇▇▇, Arsht & ▇▇▇▇▇▇▇ LLP, as special Delaware counsel for the Borrowers. The Borrowers, the other Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinions; (d) The Borrowers shall have paid (i) the Agents the fees in the amounts previously agreed in writing to be received on the Amendment No. 12 Effective Date, and (ii) the Administrative Agent and the Amendment No. 12 Arrangers, as applicable, all reasonable costs and expenses of the Administrative Agent and the Amendment No. 12 Arrangers, as applicable, for which invoices have been presented prior to the Amendment No. 12 Effective Date (including, without limitation, the reasonable and documented fees and out-of-pocket expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as counsel for the Amendment No. 12 Arrangers and the Administrative Agent with respect thereto); (e) The Administrative Agent (or its counsel) shall have received (i) (A) a certificate of each of Holdings and the Borrowers, dated the Amendment No. 12 Effective Date, substantially in the form of Exhibit G to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer (or in the case of Holdings any Director or authorized agent of Holdings) and the Secretary or any Assistant Secretary of Holdings or the Borrowers (or in the case of Holdings any Director or authorized agent of Holdings), as applicable, and attaching the documents referred to in the following clause (B), and (B) (x) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrowers (or a duly authorized committee thereof) authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and (II) in the case of the Borrowers, the Purchasers extensions of credit contemplated hereunder, (y) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and the Collateral Agent.Borrowers and (z) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings and the Borrowers executing the Credit Documents to which it is a party or (ii) a certificate of Holdings on behalf of each Borrower, dated the Amendment No. 12 Effective Date and executed by an Authorized Officer of Holdings, certifying that, except as otherwise indicated therein, there have been no amendments, supplements or modifications since the Closing Date to the documents delivered on the Closing Date pursuant to Sections 6.3 and 6.4 of the Credit Agreement; (bf) As The Administrative Agent shall have received a Notice of Borrowing with respect to the Second Amendment Effective Date,Tranche B-8 Term Loans; (ig) At the time of and immediately after giving effect to the Amendment, no Default or Event of Default under Section 11.1 or Section 11.5 of the Credit Agreement shall have occurred and be continuing other than as are being waived pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewith; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreementcontinuing; and (iiih) The Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to the Mortgaged Property and, if the Mortgaged Property is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area with respect to which flood insurance has been made available under the Flood Insurance Laws, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrowers and the applicable Credit Party relating thereto and (ii) evidence of flood insurance to the extent required pursuant to the Credit Agreement all by the Amendment No. 12 Effective Date. Each Additional Tranche B-8 Term Loan Lender party hereto and each Cashless Option Tranche B-8 Lender and Post-Closing Option Tranche B-8 Lender by delivering its signature page to this Amendment or a Consent to Twelfth Amendment Agreement, as applicable, and providing its applicable Commitment on the Amendment No. 12 Effective Date (as applicable), shall be deemed to have accepted or been satisfied with (or waived) each condition set forth in this Section 3. The Administrative Agent shall notify the Lenders of the Amendment No. 12 Effective Date upon the occurrence thereof, and such notice and the effectiveness of this Amendment and the Amended Credit Party Agreement shall have performed be conclusive and complied with binding upon all of the terms, covenants, agreements Lenders and conditions to be performed or complied with by it on or prior all of the other parties to the Second Credit Documents and each of their successors and assigns; provided that, failure to give any such notice shall not affect the effectiveness, validity or enforceability of this Amendment or the Amended Credit Agreement. The parties hereto, and each Cashless Option Tranche B-8 Lender and Post-Closing Option Tranche B-8 Lender, hereby agree that notwithstanding any other provision hereof, the Amendment No. 12 Effective Date (other than any failure to perform or comply with such termsis December 16, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedules2024.

Conditions to Effectiveness of Amendment. The amendments Bank’s willingness to agree to the Amended Purchase Agreement amendments set forth in this Amendment shall be effective as of the Second Amendment Effective Date is subject only to the prior satisfaction of each of the following conditions: 1. Execution by all parties and delivery to the Bank of this Amendment, the Consent of Guarantor, and the Restated Note. 2. The Bank shall have received the following: (a) The Purchasers a certificate of Borrower and Guarantor, dated as of the date hereof and executed by its respective secretary which shall have received (i) certify resolutions authorizing the execution, delivery and performance of this Amendment, duly executed by the Credit PartiesRestated Note, the Purchasers Consent of Guarantor, as applicable, (ii) identify by name and title and bear the Collateral Agentsignature of each officer of Borrower and Guarantor authorized to sign the foregoing, and (iii) certify to the Amendment Fee Notescurrent Organizational Documents of Borrower and Guarantor attached to such certificate, duly executed by the Borrowers, the Purchasers and the Collateral Agent. (b) As a good standing certificate for Borrower and Guarantor from its jurisdiction of formation. MEDPACE INTERMEDIATECO, INC., a Delaware corporation (the “Guarantor”) consents to the provisions of the Second foregoing Amendment Effective Date, No. 4 to Loan Documents (ithe “Amendment”) no Default or Event and all prior amendments (if any) and confirms and agrees that: (a) the Guarantor’s obligations under its Guaranty Agreement dated as of Default shall have occurred and be continuing other than as are being waived pursuant September 30, 2019 (the “Guaranty”), relating to the Limited Waiver and Release among Obligations referenced in the parties hereto and dated of even date herewith; Amendment, shall be unimpaired by the Amendment; (iib) the representations and warranties Guarantor has no defenses, set offs, counterclaims, discounts or charges of any kind against the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except Bank, its officers, directors, employees, agents or attorneys with respect to the extent expressly made as of a prior date Guaranty; and (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iiic) each Credit Party shall have performed and complied with all of the terms, covenants, agreements conditions and conditions to be performed or complied with by it on or prior covenants in the Guaranty remain unaltered and in full force and effect and are hereby ratified and confirmed and apply to the Second Amendment Effective Date Obligations, as modified by the Amendment. The Guarantor certifies that all representations and warranties made in the Guaranty are true and correct. The Guarantor hereby confirms that any collateral for the Obligations, including liens, security interests, mortgages, and pledges granted by the Guarantor or third parties (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writingif applicable), andshall continue unimpaired and in full force and effect, shall cover and secure all of the Guarantor’s existing and future Obligations to the extent Bank, as modified by this Amendment. By signing below, the Guarantor agrees that this Consent, the Guaranty, the other Loan Documents, any schedules amendments thereto and any other information, notice, signature card, agreement or authorization related thereto (each, a “Communication”) may, at the Bank’s option, be in the form of an electronic record. Any Communication may, at the Bank’s option, be signed or executed using electronic signatures. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Bank of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format) for transmission, delivery and/or retention. The Guarantor acknowledges and agrees that the methods for delivering Communications, including notices, under the Guaranty and the other Loan Documents include electronic transmittal to any electronic address provided by any party to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedulesother party from time to time.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective as of on the Second date on which the following conditions precedent have been satisfied or waived (the “First Amendment Effective Date subject only to the satisfaction of each of the following conditions:Date”): (a) The Purchasers Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by a duly executed by authorized officer of each of (A) MWVC, (B) the Credit PartiesBorrower, (C) the Purchasers Lenders and (D) the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Administrative Agent. (b) As After giving effect to this Amendment, each of the Second Amendment Effective Date, (i) no Default or Event of Default shall have occurred and be continuing other than as are being waived pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewith; (ii) the representations and warranties of made by any Loan Party in or pursuant to the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Loan Documents shall be true and correct in all material respects on and as of the Second Amendment Effective Date as if made on the Second First Amendment Effective Date (except to the extent such representations and warranties expressly made as of a prior date (other than the Closing Date, which shall be read relate to be the Second Amendment Effective Date)an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), with updated qualifications except that any representation and exceptions warranty that is qualified as to such representations “materiality” or “Material Adverse Effect” shall be true and warranties as correct in all respects. (c) No Default or Event of Default has occurred and is continuing on the Second First Amendment Effective Date being disclosed or after giving effect to the Purchasers amendments contemplated herein and the extensions of credit requested to be made on the First Amendment Effective Date. (d) All governmental and third party approvals necessary in connection with the form of updated Schedules transactions contemplated hereby and by the Credit Agreement shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or, to the Purchase Agreement; andBorrower’s knowledge, threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the financing contemplated hereby. (iiie) each Credit Party The Lenders and the Administrative Agent shall have performed and complied with received all of the terms, covenants, agreements and conditions fees required to be performed or complied with by it paid, and all expenses for which invoices have been presented to the Borrower on or before the First Amendment Effective Date. (f) The Administrative Agent and the other Lenders shall have received, at least 5 days prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second First Amendment Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Credit Parties shall deliver updated schedulesPatriot Act, previously requested of the Borrower by the Administrative Agent.

Conditions to Effectiveness of Amendment. The effectiveness of the amendments set forth in Section 2 hereof shall occur on the date of the satisfaction of the following conditions precedent (such date, the “Eleventh Amendment Effective Date”); provided that the Required Lenders (excluding (i) Total Revolving Credit Outstandings for the purposes of paragraph (a) of such definition and (ii) Required Lenders under paragraph (c) of such definition) shall not have objected to this Amendment within five (5) Business Days after the Administrative Agent has posted this Amendment to all Lenders. (a) the Borrower Representative, each Revolving Credit Lender and the Administrative Agent shall have executed and delivered counterparts of this Amendment to the Amended Purchase Agreement Administrative Agent; (b) the Administrative Agent and Collateral Agent shall have received the Collateral Documents and other documentation identified on Schedule A-1 hereto, in each case in form and substance reasonably acceptable to the Administrative Agent; (c) each of the representations and warranties contained in Section 4 of this Amendment shall be effective true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Second Amendment Effective Date subject only to the satisfaction of each of the following conditions: (a) The Purchasers shall have received this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent. (b) As of the Second Eleventh Amendment Effective Date,; (id) at the time of and immediately after giving effect to this Amendment and the transactions occurring on the Eleventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing other than as are being waived pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewithexists; (e) the Administrative Agent shall have received a certificate dated the Eleventh Amendment Effective Date and signed by a Responsible Officer of the Borrower Representative, confirming compliance with the conditions set forth in Sections 3(c) and 3(d) hereof; (f) the Administrative Agent and Collateral Agent shall have received, on behalf of itself and the Lenders on the Eleventh Amendment Effective Date, a customary written opinion of local counsel as specified in Schedule A-2 hereto, in each case (i) dated the Eleventh Amendment Effective Date, (ii) addressed to the representations Administrative Agent and warranties the Lenders and (iii) in form and substance reasonably satisfactory to the Administrative Agent covering such matters relating to this Amendment and the other Loan Documents as the Administrative Agent shall reasonably request; provided that counsel to the Administrative Agent shall provide such opinions to the extent customary in any applicable jurisdiction to be mutually agreed; (g) the Administrative Agent shall have received (i) a certificate of each Loan Party that is required to deliver the Collateral Documents and other documentation identified on Schedule A-1 hereto pursuant to paragraph (a) above, dated the Eleventh Amendment Effective Date and executed by a Responsible Officer of such Loan Party, which shall (A) certify that attached thereto is a true and complete copy of the Credit Parties contained in ARTICLE V resolutions or written consents of its board of directors, members or other governing body (to the extent applicable) authorizing the execution, delivery and performance of the Amended Purchase Agreement Collateral Documents and other documentation to which it is a party, and that such resolutions or written consents have not been modified, rescinded or amended and are in full force and effect, (B) identify by name and title and bear the signatures of the Responsible Officer or authorized signatory of such Loan Party authorized to sign the Collateral Documents and other Operative Documents shall be documentation to which it is a party and (C) certify that attached thereto is a true and complete copy of the certificate or articles of incorporation or organization (or memorandum of association or other equivalent thereof) of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by- laws or operating, management, partnership or similar agreement (to the extent applicable) and that such documents or agreements have not been amended since the date of the last amendment thereto shown on the certificate of good standing referred to below (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), (ii) a certificate of good standing (or subsistence) with respect to each Loan Party from the Second Secretary of State (or similar official) of the state of such Loan Party’s organization (to the extent relevant and available in the jurisdiction of organization of such Loan Party), and (iii) in relation to each Loan Party incorporated or established in Italy, (A) a copy of the constitutional documents of such Loan Party, (B) a copy of a resolution of the board of directors or of the shareholder’s meeting of such Loan Party (1) approving the terms of, and the transactions contemplated by, the the Collateral Documents and other documentation to which it is a party and resolving that it execute, deliver and perform the Collateral Documents and other documentation to which it is a party, (2) authorizing a specified person or persons to execute the the Collateral Documents and other documentation to which it is a party on its behalf, (3) authorizing a specified person or persons, on its behalf, to sign and/or dispatch all documents and notices to be signed and/or dispatched by it under or in connection with the the Collateral Documents and other documentation to which it is a party; and (4) authorizing the Borrower Representative to act as its agent in connection with the the Collateral Documents and other documentation to which it is a party, (C) a specimen of the signature of each person authorized by the resolution referred to in the previous paragraph (B) in relation to the the Collateral Documents and other documentation to which it is a party, (D) an up-to-date electronic certified true and complete certificate of good standing (certificato di iscrizione e vigenza), issued by the relevant Companies Register (Registro delle Imprese) no earlier than three Business Days prior to the Amendment Effective Date confirming that no insolvency procedures have been started in relation to each relevant Loan Party incorporated or established in Italy, and (E) a certificate of an authorized signatory of such Loan Party certifying that each copy document relating to it is correct, complete and in full force and effect and has not been amended or superseded as if made at a date no earlier than the Eleventh Amendment Effective Date; and (h) all fees and expenses agreed to by the Borrowers or the Borrower Representative that are due and payable to the Administrative Agent and the Collateral Agent, for which invoices have been presented to the Parent at least three Business Days prior to the Eleventh Amendment Effective Date, on or before the Second Eleventh Amendment Effective Date (except to the extent expressly made as including reasonable and documented out-of-pocket fees, expenses and disbursements of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Datelegal counsel), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedules.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in effectiveness of this Amendment shall be effective as of the Second Amendment Effective Date is subject only solely to the satisfaction or waiver of each of the following conditions:conditions (the date on which such conditions are satisfied or waived, the “Amendment No. 9 Effective Date”): (a) The Purchasers Administrative Agent shall have received (i) from the Required Revolving Credit Lenders, (ii) from each Letter of Credit Issuer directly and adversely affected by this Amendment, duly executed by the Credit Parties, the Purchasers Amendment and the Collateral Agent, and the Amendment Fee Notes, duly executed by (iii) from the Borrowers, either (x) a counterpart of this Amendment signed on behalf of such party or (y) written evidence satisfactory to the Purchasers and the Collateral Agent.Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; and (b) As The Borrowers shall have paid the Administrative Agent all reasonable costs and expenses of the Second Amendment Effective Date, (i) no Default or Event of Default shall Administrative Agent for which invoices have occurred and be continuing other than as are being waived pursuant been presented prior to the Limited Waiver and Release among the parties hereto and dated of even date herewith; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second Amendment Effective Date as if made on the Second Amendment No. 9 Effective Date (except including, without limitation, the reasonable and documented fees and out-of-pocket expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as counsel for the Administrative Agent with respect thereto). Each Revolving Credit Lender and Letter of Credit Issuer party hereto by delivering its signature page to the extent expressly made as of a prior date (other than the Closing Datethis Amendment, which shall be read deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to such Revolving Credit Lender or Letter of Credit Issuer. The Administrative Agent shall notify the Second Lenders of the Amendment No. 9 Effective Date)Date upon the occurrence thereof, in which case and such representations notice and warranties the effectiveness of this Amendment and the Amended Credit Agreement shall be true conclusive and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with binding upon all of the terms, covenants, agreements Lenders and conditions to be performed or complied with by it on or prior all of the other parties to the Second Credit Documents and each of their successors and assigns; provided that, failure to give any such notice shall not affect the effectiveness, validity or enforceability of this Amendment or the Amended Credit Agreement. The parties hereto hereby agree that notwithstanding any other provision hereof, the Amendment No. 9 Effective Date (other than any failure to perform or comply with such termsis August 15, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedules2023.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in effectiveness of this Amendment shall be effective as of the Second Amendment Effective Date is subject only solely to the satisfaction or waiver of each of the following conditions:conditions (the “Amendment No. 11 Effective Date Conditions”; and the date on which such conditions are satisfied or waived, the “Amendment No. 11 Effective Date”): (a) The Purchasers Administrative Agent shall have received this Amendment(i) from each Existing Tranche B-4 Term Loan Lender with a Tranche B-7 Term Loan Commitment and from Additional Tranche B-7 Term Loan Lenders having Additional Tranche B-7 Term Loan Commitments equal in principal amount to the amount of (x) Existing Tranche B-4 Term Loans held by Non-Consenting Existing Tranche B-4 Term Loan Lenders and Post-Closing Option Tranche B-7 Lenders and (y) Repaid Tranche B-6 Term Loans, duly executed by (ii) from the Credit Parties, the Purchasers and the Collateral Administrative Agent, and (iii) from the Borrowers and each Guarantor, either (x) a counterpart of this Amendment signed on behalf of such party (including, for the avoidance of doubt, in each case of a Cashless Option Tranche B-7 Lender or Post-Closing Option Tranche B-7 Lender, an executed counterpart substantially in the form of Exhibit A hereto) or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Borrowers shall have paid to all Existing Tranche B-4 Term Loan Lenders on the Amendment Fee NotesNo. 11 Effective Date, duly substantially concurrently with the making of Tranche B-7 Term Loans under the Amended Credit Agreement, all accrued and unpaid interest on the Existing Tranche B-4 Term Loans to, but not including, the Amendment No. 11 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Borrowers and Morris, ▇▇▇▇▇▇▇, Arsht & ▇▇▇▇▇▇▇ LLP, as special Delaware counsel for the Borrowers. The Borrowers, the other Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinions; (d) The Borrowers shall have paid (i) the Agents the fees in the amounts previously agreed in writing to be received on the Amendment No. 11 Effective Date, and (ii) the Administrative Agent and the Amendment No. 11 Arrangers, as applicable, all reasonable costs and expenses of the Administrative Agent and the Amendment No. 11 Arrangers, as applicable, for which invoices have been presented prior to the Amendment No. 11 Effective Date (including, without limitation, the reasonable and documented fees and out-of-pocket expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as counsel for the Amendment No. 11 Arrangers and the Administrative Agent with respect thereto); (e) The Administrative Agent (or its counsel) shall have received (i) (A) a certificate of each of Holdings and the Borrowers, dated the Amendment No. 11 Effective Date, substantially in the form of Exhibit G to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer (or in the case of Holdings any Director or authorized agent of Holdings) and the Secretary or any Assistant Secretary of Holdings or the Borrowers (or in the case of Holdings any Director or authorized agent of Holdings), as applicable, and attaching the documents referred to in the following clause (B), and (B) (x) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrowers (or a duly authorized committee thereof) authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and (II) in the case of the Borrowers, the Purchasers extensions of credit contemplated hereunder, (y) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and the Collateral Agent.Borrowers and (z) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings and the Borrowers executing the Credit Documents to which it is a party or (ii) a certificate of Holdings on behalf of each Borrower, dated the Amendment No. 11 Effective Date and executed by an Authorized Officer of Holdings, certifying that, except as otherwise indicated therein, there have been no amendments, supplements or modifications since the Closing Date to the documents delivered on the Closing Date pursuant to Sections 6.3 and 6.4 of the Credit Agreement; (bf) As The Administrative Agent shall have received a Notice of Borrowing with respect to the Second Amendment Effective Date,Tranche B-7 Term Loans; (ig) At the time of and immediately after giving effect to the Amendment, no Default or Event of Default under Section 11.1 or Section 11.5 of the Credit Agreement shall have occurred and be continuing other than as are being waived pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewith; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreementcontinuing; and (iiih) The Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to the Mortgaged Property and, if the Mortgaged Property is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area with respect to which flood insurance has been made available under the Flood Insurance Laws, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrowers and the applicable Credit Party relating thereto and (ii) evidence of flood insurance to the extent required pursuant to the Credit Agreement all by the Amendment No. 11 Effective Date. Each Additional Tranche B-7 Term Loan Lender party hereto and each Cashless Option Tranche B-7 Lender and Post-Closing Option Tranche B-7 Lender by delivering its signature page to this Amendment or a Consent to Eleventh Amendment Agreement, as applicable, and providing its applicable Commitment on the Amendment No. 11 Effective Date (as applicable), shall be deemed to have accepted or been satisfied with (or waived) each condition set forth in this Section 3. The Administrative Agent shall notify the Lenders of the Amendment No. 11 Effective Date upon the occurrence thereof, and such notice and the effectiveness of this Amendment and the Amended Credit Party Agreement shall have performed be conclusive and complied with binding upon all of the terms, covenants, agreements Lenders and conditions to be performed or complied with by it on or prior all of the other parties to the Second Credit Documents and each of their successors and assigns; provided that, failure to give any such notice shall not affect the effectiveness, validity or enforceability of this Amendment or the Amended Credit Agreement. The parties hereto, and each Cashless Option Tranche B-7 Lender and Post-Closing Option Tranche B-7 Lender, hereby agree that notwithstanding any other provision hereof, the Amendment No. 11 Effective Date (other than any failure to perform or comply with such termsis May 31, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedules2024.

Conditions to Effectiveness of Amendment. The amendments Bank’s willingness to agree to the Amended Purchase Agreement amendments set forth in this Amendment shall be effective as of the Second Amendment Effective Date is subject only to the prior satisfaction of each of the following conditions: 1. Execution by all parties and delivery to the Bank of this Amendment, including the attached Consent and the Restated Loan Agreement. 2. Payment by the Borrower to the Bank of all fees and expenses required by the Bank in connection with this Amendment, including without limitation those fees set forth in the Loan Fee Authorization. Each of the undersigned guarantors (jointly and severally if more than one, the “Guarantor”) consents to the provisions of the foregoing Amendment and all prior amendments (if any) and confirms and agrees that: (a) The Purchasers shall have received this the Guarantor’s obligations under its Guaranty and Suretyship Agreement dated as of September 15, 2022 (collectively if more than one, the “Guaranty”), relating to the Obligations mentioned in the Amendment, duly executed shall be unimpaired by the Credit Parties, the Purchasers and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent. Amendment; (b) As the Guarantor has no defenses, set offs, counterclaims, discounts or charges of any kind against the Second Amendment Effective Date, (i) no Default Bank, its officers, directors, employees, agents or Event of Default shall have occurred and be continuing other than as are being waived pursuant attorneys with respect to the Limited Waiver Guaranty; and Release among the parties hereto and dated of even date herewith; (iic) the representations and warranties of the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenantsconditions and covenants in the Guaranty remain unaltered (except as expressly modified by the Amendment) and in full force and effect, agreements are hereby ratified and conditions confirmed, and continue to be performed or complied with by it on or prior apply to the Second Amendment Effective Date Obligations, as modified by the Amendment. The Guarantor certifies that all representations and warranties made in the Guaranty are true and correct. The Guarantor hereby confirms that any collateral for the Obligations, including liens, security interests, mortgages, and pledges granted by the Guarantor or third parties (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writingif applicable), andshall continue unimpaired and in full force and effect, shall cover and secure all of the Guarantor’s existing and future Obligations to the extent Bank, as modified by this Amendment. By signing below, the Guarantor agrees that this Consent, the Guaranty, the other Loan Documents, any schedules amendments thereto and any other information, notice, signature card, agreement or authorization related thereto (each, a “Communication”) may, at the Bank’s option, be in the form of an electronic record. Any Communication may, at the Bank’s option, be signed or executed using electronic signatures. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Bank of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format) for transmission, delivery and/or retention. The Guarantor acknowledges and agrees that the methods for delivering Communications, including notices, under the Guaranty and the other Loan Documents include electronic transmittal to any electronic address provided by any party to the Purchase Agreement are incomplete other party from time to time. By signing below, each Guarantor who is an individual provides written authorization to the Bank or inaccurate its designee (and any assignee or potential assignee hereof) to obtain the Guarantor's personal credit profile from one or more national credit bureaus. This authorization extends to obtaining a credit profile (i) in considering an application for credit that is evidenced, guaranteed or secured by the Guaranty or documents relating thereto, (ii) assessing creditworthiness and (iii) considering extensions of credit, including on an ongoing basis, as necessary for the purposes of (a) update, renewal or extension of such credit or additional credit, (b) reviewing, administering or collecting the Second Amendment Effective Dateresulting account and (c) reporting on the repayment and satisfaction of such credit obligations. By signing below, such individual further ratifies and confirms his or her prior requests and authorizations with respect to the Credit Parties matters set forth herein. For the avoidance of doubt, this provision does not apply to persons signing below in their capacities as officers or other authorized representatives of entities, organizations or governmental bodies. A photocopy or facsimile copy of this authorization shall deliver updated schedulesbe valid as the original. By signature below, each such Guarantor affirms his/her identity as the respective individual(s) identified in the Guaranty.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in effectiveness of this Amendment shall be effective as of the Second Amendment Effective Date is subject only solely to the satisfaction or waiver of each of the following conditions:conditions (the “Amendment No. 8 Effective Date Conditions”; and the date on which such conditions are satisfied or waived, the “Amendment No. 8 Effective Date”): (a) The Purchasers Administrative Agent shall have received (i) from each Existing Amendment No. 6 Term Loan Lender with a Tranche B-5 Term Loan Commitment and from Additional Tranche B-5 Term Loan Lenders having Additional Tranche B-5 Term Loan Commitments equal in principal amount to the amount of Existing Amendment No. 6 Term Loans held by Non-Consenting Existing Amendment No. 6 Term Loan Lenders and Post-Closing Option Tranche B-5 Lenders, (ii) from the Administrative Agent, (iii) from the Required Lenders and (iv) from the Borrowers and each Guarantor, either (x) a counterpart of this Amendment signed on behalf of such party (including, for the avoidance of doubt, in each case of a Cashless Option Tranche B-5 Lender or Post-Closing Option Tranche B-5 Lender, an executed counterpart substantially in the form of Exhibit A hereto) or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Borrowers shall have paid to all Existing Amendment No. 6 Term Loan Lenders on the Amendment No. 8 Effective Date, duly executed by substantially concurrently with the making of Tranche B-5 Term Loans under the Amended Credit PartiesAgreement, all accrued and unpaid interest on the Existing Amendment No. 6 Term Loans to, but not including, the Purchasers Amendment No. 8 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Borrowers and Morris, ▇▇▇▇▇▇▇, Arsht & ▇▇▇▇▇▇▇ LLP, as special Delaware counsel for the Borrowers. The Borrowers, the other Credit Parties and the Collateral AgentAdministrative Agent hereby instruct such counsel to deliver such legal opinions; (d) The Borrowers shall have paid (i) the Agents the fees in the amounts previously agreed in writing to be received on the Amendment No. 8 Effective Date, and (ii) the Administrative Agent and the Amendment Fee NotesNo. 8 Arranger as applicable, duly all reasonable costs and expenses of the Administrative Agent and the Amendment No. 8 Arranger, as applicable, for which invoices have been presented prior to the Amendment No. 8 Effective Date (including, without limitation, the reasonable and documented fees and out-of-pocket expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as counsel for the Amendment No. 8 Arranger and the Administrative Agent with respect thereto); (e) The Administrative Agent (or its counsel) shall have received (i) (A) a certificate of each of Holdings and the Borrowers, dated the Amendment No. 8 Effective Date, substantially in the form of Exhibit G to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer (or in the case of Holdings any Director or authorized agent of Holdings) and the Secretary or any Assistant Secretary of Holdings or the Borrowers (or in the case of Holdings any Director or authorized agent of Holdings), as applicable, and attaching the documents referred to in the following clause (B), and (B) (x) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrowers (or a duly authorized committee thereof) authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and (II) in the case of the Borrowers, the Purchasers extensions of credit contemplated hereunder, (y) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and the Collateral Agent.Borrowers and (z) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings and the Borrowers executing the Credit Documents to which it is a party or (ii) a certificate of Holdings on behalf of each Borrower, dated the Amendment No. 8 Effective Date and executed by an Authorized Officer of Holdings, certifying that, except as otherwise indicated therein, there have been no amendments, supplements or modifications since the Closing Date to the documents delivered on the Closing Date pursuant to Sections 6.3 and 6.4 of the Credit Agreement; (bf) As The Administrative Agent shall have received a Notice of Borrowing with respect to the Second Amendment Effective Date,Tranche B-5 Term Loans; and (ig) At the time of and immediately after giving effect to the Amendment, no Default or Event of Default under Section 11.1 or Section 11.5 of the Credit Agreement shall have occurred and be continuing other than as are being waived pursuant to the Limited Waiver and Release among the parties continuing. Each Additional Tranche B-5 Term Loan Lender party hereto and dated of even date herewith; (ii) each Cashless Option Tranche B-5 Lender and Post-Closing Option Tranche B-5 Lender by delivering its signature page to this Amendment or a Consent to Eighth Amendment Agreement, as applicable, and providing its applicable Commitment on the representations and warranties Amendment No. 8 Effective Date shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to such Additional Tranche B-5 Term Loan Lender, Cashless Option Tranche B-5 Lender or Post-Closing Option Tranche B-5 Lender. The Administrative Agent shall notify the Lenders of the Credit Parties contained in ARTICLE V Amendment No. 8 Effective Date upon the occurrence thereof, and such notice and the effectiveness of this Amendment and the Amended Purchase Credit Agreement and in the other Operative Documents shall be true conclusive and correct as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with binding upon all of the terms, covenants, agreements Lenders and conditions to be performed or complied with by it on or prior all of the other parties to the Second Credit Documents and each of their successors and assigns; provided that, failure to give any such notice shall not affect the effectiveness, validity or enforceability of this Amendment or the Amended Credit Agreement. The parties hereto, and each Cashless Option Tranche B-5 Lender and Post-Closing Option Tranche B-5 Lender, hereby agree that notwithstanding any other provision hereof, the Amendment No. 8 Effective Date (other than any failure to perform or comply with such termsis July 19, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedules2023.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective as of on the Second date (such date, if any, the “Fourth Amendment Effective Date subject only to the satisfaction of Date”) on which each of the following conditionsconditions set forth below has been satisfied: (a) The Purchasers Administrative Agent shall have received this Amendment, duly executed by counterparts of this Amendment from the Credit PartiesBorrower, the Purchasers Guarantor Subsidiaries and the Collateral Agent, and Consenting Lenders constituting the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral AgentRequired Lenders. (b) As The Administrative Agent shall have received each of the Second Amendment Effective Date,following in form and substance reasonably satisfactory to the Administrative Agent: (i) a certificate of an officer of each Credit Party certifying that attached thereto is (A) a true, correct and complete copy of resolutions duly adopted by the board of directors (or other governing body) of such Credit Party authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Amendment, (B) an incumbency of the officers or authorized representatives of such Credit Party executing this Amendment and the other Credit Documents and (C) a good standing certificate form the applicable Governmental Authority of the jurisdiction of incorporation, organization or formation of such Credit Party; and (ii) opinions of counsel to the Credit Agreement addressed to the Administrative Agent and the Lenders with respect to this Amendment. (c) Other than the Specified Events of Default, no Default or Event of Default shall have occurred and be continuing other than as are being waived pursuant exist on such Fourth Amendment Effective Date immediately prior to the Limited Waiver and Release among the parties hereto and dated of even date herewith;or after giving effect to this Amendment. (iid) On or after March 30, 2023, Borrower shall have repaid Twenty Million Dollars ($20,000,000) in principal amount of Revolving Loans (such repayment, the “Fourth Amendment Effective Date Prepayment”). (e) Administrative Agent shall have received the Fourth Amendment Fee First Installment in full and cash. (f) The representations and warranties of in the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall will be true and correct as of in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be true and correct in all respects) immediately prior to, and immediately after giving effect to, this Amendment on the Second Fourth Amendment Effective Date to the same extent as if though made on the Second Amendment Effective Date (and as of that date, except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read such representations and warranties specifically relate to be the Second Amendment Effective Date)an earlier date, in which case such representations and warranties shall be will have been true and correct in all material respects (except for those representations and warranties that are conditioned by materiality, which will have been true and correct in all respects) on and as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and. (iiig) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), All costs and, to the extent that any schedules invoiced prior to the Purchase Agreement are incomplete or inaccurate as of the Second Fourth Amendment Effective Date, expenses (including reasonable, documented, out-of-pocket legal fees and expenses of consultants and other advisors) and other compensation payable to Administrative Agent and ▇▇▇▇▇ Fargo Securities, LLC will have been paid to the Credit Parties shall deliver updated schedulesextent then due.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective as of on the Second date (the “Amendment No. 8 Effective Date subject only to the satisfaction of each of Date”) that the following conditionsconditions have been satisfied: (a) The Purchasers the Agent shall have received a counterpart of this Amendment, executed and delivered by a duly authorized officer of each Loan Party (as defined in the Existing Term Loan Agreement); (b) the Agent shall have received (i) Consents from Lenders constituting Replacement 2019-1 Term B-7 Lenders and/or Replacement 2019 Term B-8 Lenders and/or (ii) executed Joinders, each entered into by an Additional 2019-1 Term B-7 Lender and/or Additional 2019 Term B-8 Lender, Holdings and the Borrowers, and acknowledged by the Credit Agent; (c) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (i) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties and (ii) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan Parties, in each case addressed to the Purchasers Agent and the Collateral AgentLenders; (d) the Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority (as defined in the Existing Term Loan Agreement) and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment Fee NotesNo. 8 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 8 Effective Date or, if applicable, that no modifications have been made to such documents since November 16, 2018, (B) that attached thereto is a true and complete copy of resolutions duly executed adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the Purchasers borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the Collateral Agent.incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (be) As the Agent shall have received a certificate of an authorized officer of the Second Parent Borrower dated the Amendment No. 8 Effective Date, Date certifying that (i) no Default or Event each of Default shall have occurred and be continuing other than as are being waived pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewith; (ii) the representations and warranties of made by any Loan Party in or pursuant to the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents Financing Agreements shall be be, after giving effect to this Amendment, true and correct as of the Second Amendment Effective Date in all material respects as if made on and as of the Second Amendment No. 8 Effective Date (Date, except to the extent such representations and warranties expressly made as of a prior date (other than the Closing Date, which shall be read relate to be the Second Amendment Effective Date)an earlier time, in which case such representations and warranties shall be were true and correct in all material respects as of such earlier datetime; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further, that each reference to the Existing Term Loan Agreement therein shall be deemed to be a reference to the Existing Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default (each as defined in the Existing Term Loan Agreement) shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect (as defined in the Existing Term Loan Agreement); (f) the Parent Borrower shall have paid (or have caused to be paid), (i) to the Amendment No. 8 Arrangers (as defined below) in immediately available funds, all fees owing to the Amendment No. 8 Arrangers in connection with updated qualifications arranging the 2019-1 Term B-7 Loans and exceptions the 2019 Term B-8 Loans (each as defined in the Amended Term Loan Agreement) as separately agreed to such representations in writing by Holdings and warranties as the Amendment No. 8 Arrangers and (ii) to the extent invoiced, all reasonable and documented out-of-pocket expenses of the Second Amendment Effective Date being disclosed No. 8 Arrangers and the Agent in connection with this Amendment and the transactions contemplated hereby (but limited, in the case of legal fees and expenses, to the Purchasers reasonable and documented fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP); (g) subject to subsection (e) above, the conditions precedent set forth in Section 4.2 of the Existing Term Loan Agreement shall have been satisfied both before and after giving effect to the borrowing of Replacement 2019-1 Term B-7 Loans and Replacement 2019 Term B-8 Loans; (h) the Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form of updated Schedules attached as Exhibit O to the Purchase Existing Term Loan Agreement; (i) if requested by the Agent, the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens (as defined in the Existing Term Loan Agreement) on the assets of the Loan Parties, except for Permitted Liens (as defined in the Existing Term Loan Agreement) and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 8 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (j) the Agent shall have received a Committed Loan Notice (as defined in the Existing Term Loan Agreement) for the Replacement 2019-1 Term B-7 Loans and the Replacement 2019 Term B-8 Loans; (k) the Agent shall have received, at least five (5) Business Days (as defined in the Existing Term Loan Agreement) prior to the Amendment No. 8 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the PATRIOT Act, that has been reasonably requested by the Lenders at least ten (10) Business Days prior to the Amendment No. 8 Effective Date; (l) to the extent any Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”) and at least five (5) Business Days prior to the Amendment No. 8 Effective Date, such Borrower shall deliver to each Lender that so requests (which request is made through the Agent), a certification regarding beneficial ownership required by the Beneficial Ownership Regulation (the “Beneficial Ownership Certification”) in relation to such Borrower; provided that the Agent has provided such Borrower a list of each such Lender and its electronic delivery requirements at least ten (10) Business Days prior to the Amendment No. 8 Effective Date; (m) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (as defined in the Existing Term Loan Agreement), and to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Existing Term Loan Agreement and the applicable provisions of the Collateral Documents (as defined in the Existing Term Loan Agreement); and (iiin) each Credit Party the Repayment shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or been consummated prior to or substantially concurrently with the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as effectiveness of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedulesthis Amendment.

Conditions to Effectiveness of Amendment. The amendments to amendment of the Amended Purchase Existing Credit Agreement in this Amendment set forth herein shall be become effective as of the Second Amendment Effective Date subject only to the satisfaction of first date on which each of the following conditions:conditions to effectiveness have been satisfied or have been waived in accordance with Section 10.01 of the Existing Credit Agreement (the “Amendment Effective Date”): (a) The Purchasers Administrative Agent shall have received a counterpart of this AmendmentAmendment Agreement, executed and delivered by a duly executed authorized officer of each of the Borrowers and by the Credit Parties, the Purchasers and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral AgentRequired Lenders. (b) As The Administrative Agent shall have received (i) for the account of each Lender that provides to the Second Administrative Agent its executed signature page to this Amendment Effective Date,by 5:00 p.m. (Eastern time) on April 29, 2020, a consent fee in an amount equal to $10,000 for each such consenting Lender, and (ii) payment of all expenses required to be reimbursed by the Borrowers under or in connection with this Amendment Agreement, including those expenses set forth in Section 5 hereof. (c) The representations and warranties made or deemed to be made in Section 3 hereof shall be true and correct. (i) no Default or Event Upon the reasonable request of Default shall have occurred and be continuing other than as are being waived pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewith; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second Amendment Effective Date as if any Lender made on the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or at least five days prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Date, the Credit Parties Borrower shall deliver updated scheduleshave provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, in each case at least three days prior to the Amendment Effective Date and (ii) at least three days prior to the Amendment Effective Date, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests at least five days prior to the Amendment Effective Date, a Beneficial Ownership Certification in relation to such Borrower (it being understood that, upon the execution and delivery by any Lender of its signature page to this Amendment, the condition set forth in this clause (d) shall be deemed to be satisfied as to such Lender). The Administrative Agent shall notify the Borrowers and the Lenders of the Amendment Effective Date and such notice shall be conclusive and binding.

Conditions to Effectiveness of Amendment. The amendments to This Amendment shall become effective when the Amended Purchase Agreement in Lender shall have received (i) counterparts of this Amendment shall be effective as of the Second Amendment Effective Date subject only to the satisfaction of duly executed by each of the following conditions: (a) The Purchasers shall have received this Amendment, duly executed by the Credit Parties, the Purchasers Borrowers and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent. (b) As of the Second Amendment Effective Date, (i) no Default or Event of Default shall have occurred and be continuing other than as are being waived pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewith; Guarantors; (ii) the representations Second Amended and warranties Restated Revolver Note, dated as of the Credit Parties contained date of this Amendment executed by the Borrower; (iii) the Reaffirmation of Guarantees and Reaffirmation of Security Agreements, in ARTICLE V the form attached hereto, each executed and delivered by the Guarantors; (iv) a certified copy of the Amended Purchase Agreement resolutions of the Board of Directors of the Borrower and in each of the Guarantors, evidencing approval of this Amendment and the other Operative Documents shall be documents and matters contemplated hereby, and all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and such other documents, including, but not limited to, a certificate of “good standing” (or its equivalent), certified copies of the articles of incorporation and true and correct as copies of the Second Amendment Effective Date bylaws; (v) a favorable opinion of counsel for the Borrower, in form and substance acceptable to Lender, as if made on the Second Amendment Effective Date (except to the extent expressly made due execution and delivery by the Borrower and each of the Guarantors of this Amendment and the other documents contemplated hereby and as to such other matters as the Lender may reasonably request; (vi) a signed copy of a certificate of an officer of the Borrower and each of the Guarantors, in the form and substance acceptable to Lender, who shall certify the names of the officers of the Borrower and the respective Guarantors authorized to sign this Amendment and the other documents or certificates to be delivered pursuant to this Amendment by the Borrower, each of the Guarantors, or any of its respective officers, together with the true signatures of such officers (Lender may conclusively rely on such certificate until it shall receive a further certificate of the Secretary or an Assistant Secretary of the Borrower or the respective Guarantor canceling or amending the prior date certificate and submitting the signatures of the officers named in such further certificate); (vii) a certified copy of the written approval and consent of the holders, if any, of any obligations of the Borrower which must consent to this Amendment and the Borrowings under the Agreement and the other Loan Documents, as amended hereby; (viii) Amendment No. 2 to Subordination Agreements, to be signed by each Affiliate that is a holder of debt of the Borrower other than the Closing DateLender, which shall be read to be if any, or unless waived by the Second Amendment Effective Date), in which case such representations Lender; and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as (ix) payment by the Borrower of the Second fees and costs, including attorney’s fees and expenses incurred in connection with this Amendment Effective Date being disclosed to and the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed other documents and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedulesmatters contemplated hereby.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective as of the Second Amendment Effective Date subject only to the satisfaction of each of the following conditionsupon receipt by: (a) The Purchasers shall have received the Lender of a counterpart signature to this Amendment, Amendment duly executed and delivered by the Borrower and each of the other Credit Parties, the Purchasers and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent.Obligors, (b) As the Lender of the Second Amendment Effective Dateamended and restated Note duly executed and delivered by an Authorized Officer of the Borrower, (ic) no Default or Event the Credit Obligors of Default shall have occurred a counterpart signature to this Amendment duly executed and be continuing other than as are being waived pursuant to delivered by the Limited Waiver and Release among the parties hereto and dated of even date herewith;Lender, (iid) the representations and warranties of the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except to the extent expressly made as Lender of a prior date (other than Secretary’s Certificate with respect to each U.S. Obligor, in substantially the form delivered on the Closing Date, which shall be read duly executed and delivered by the signatories thereto and a verification certificate for each of Unilife Medical Solutions Pty Limited and Unitract Syringe Pty Ltd in substantially the form delivered on the Closing Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance of this Amendment and the amended and restated Note delivered in connection herewith to be executed by such Person and the Second transactions contemplated hereby and thereby, (e) the Lender from each U.S. Obligor, a copy of a good standing certificate, dated a date reasonably close to the date hereof from its jurisdiction of formation, for each such Person, (f) the Lender of an opinion of counsel to the Borrower and the other Credit Obligors in form and substance reasonably satisfactory to the Lender, and (g) the Lender or its counsel of reimbursement for all fees and out-of-pocket expenses incurred by the Lender in connection with this Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties all other like expenses remaining unpaid as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedulesdate hereof.

Conditions to Effectiveness of Amendment. The This Amendment and the amendments to the Amended Purchase Existing Credit Agreement as set forth in this Amendment shall be effective as of Section 2 are subject to satisfaction (or waiver by the Second Amendment Effective Date subject only to Agent and the satisfaction of each Lenders) of the following conditions:conditions precedent (the date of such satisfaction being the “Amendment No. 1 Effective Date”): (a) The Purchasers Agent shall have received counterparts of this Amendment, duly Amendment executed by a Responsible Officer of the Credit PartiesBorrower, the Purchasers each Revolving Lender, each L/C Issuer and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent. (b) As The Agent shall have received a certificate from a Responsible Officer of the Second Borrower dated the Amendment No. 1 Effective Date,, certifying as to the (A) Organization Documents of the Borrower (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), (B) certificate of good standing from the Secretary of State or other applicable office of the jurisdiction of organization of the Borrower, (C) resolutions or other applicable action of the Borrower and (D) an incumbency certificate and/or other certificate of Responsible Officers of the Borrower, evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which it is a party or is to be a party on the Amendment No. 1 Effective Date. (ic) no Default or Event of Default The Agent shall have received a customary opinion from L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP, with respect to matters of New York law and certain aspects of Delaware law; provided that it will not be a failure of this Section 4(c) if such opinion is delivered on or before the first Business Day following the Amendment No. 1 Effective Date (which will be deemed to have occurred and be continuing other than as are being waived pursuant without giving effect to the Limited Waiver and Release among the parties hereto and dated requirements of even date herewith;this Section 4(c)). (iid) The Agent shall have received a solvency certificate in the form of Exhibit H to the Existing Credit Agreement from the chief financial officer or another Responsible officer that is a financial officer of the Borrower with respect to the solvency of the Borrower. (e) Each of the representations and warranties of made by the Credit Parties contained Borrower in ARTICLE V of the Amended Purchase Agreement or pursuant to this Amendment and in the other Operative Loan Documents delivered pursuant to this Amendment shall be true and correct in all material respects on and as of the Second Amendment No. 1 Effective Date as if made on the Second Amendment Effective Date (except to the extent expressly made and as of such date, except for representations and warranties expressly stated to relate to a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date)specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier datedate (provided, that, in each case such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified by materiality or Material Adverse Effect). (f) Immediately after giving effect to this Amendment, with updated qualifications no Default or Event of Default shall have occurred and exceptions be continuing. (g) The Agent shall have received a closing certificate executed by a Responsible Officer of Borrower, certifying that the conditions set forth in clauses (f) and (g) of this Section 4 have been satisfied. (h) The Borrower shall have delivered a Borrowing Base Certificate to such representations and warranties the Agent which calculates the Borrowing Base as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the termsJuly 31, covenants, agreements and conditions to be performed or complied with by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedules2023.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective as of the Second Amendment Effective Date subject only to upon the satisfaction of each of the following conditionsconditions precedent, to the satisfaction of the Lender: (a) The Purchasers shall have received a. Execution and delivery by the Borrowers and the Lender of this Amendment. b. Delivery to the Lender of a Secretary's Certificate of each Borrower, duly executed having attached thereto resolutions adopted by each of the Borrower's Board of Directors authorizing the transactions contemplated by this Amendment and designating ▇▇▇▇▇▇ ▇▇▇▇▇ as an authorized signer of each Borrower. c. Execution and delivery of Modification Agreements for Note # 5004891 and Note # 5003775, revising such notes as provided herein. d. Execution and delivery by the Credit Parties, Borrowers of the Purchasers Amended and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral AgentRestated Revolving Note. (b) As e. Execution and delivery by Cycle Country Accessories Corporation of the Second Amendment Effective Date,to Mortgage attached hereto as Exhibits C. No mortgage amendments will be filed in ▇▇▇▇▇▇▇▇▇ County, Iowa because the Cycle Country Accessories Corporation no longer owns property in that county. f. Execution and delivery of a Guarantor's Acknowledgement and Consent by Cycle Country Accessories Subsidiary Corp. g. Execution and delivery by the Borrowers and Kolpin Outdoors, Inc. of the side letter (i"Side Letter") no Default or Event attached hereto as Exhibit D. h. Execution and delivery by the Borrowers of Default the Lockbox Agreement attached hereto as Exhibit E. i. Execution and delivery of such other agreements, instruments, documents, certificates and opinions as the Lender may reasonably request. j. The Borrowers shall have occurred and be continuing other than as are being waived pursuant pay to the Limited Waiver and Release among the parties hereto and dated Lender a nonrefundable closing fee of even date herewith; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date$21,000.00, which shall be read to be the Second Amendment Effective Date), in which case such representations fully earned upon execution and warranties delivery of this Amendment. k. The Borrower shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed pay to the Purchasers Lenders, as additional consideration for this Amendment, all costs and expenses incurred by the Lender (including, without limitation, attorneys' fees) in connection with the form preparation, execution and delivery of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed this Amendment and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedulesmatters related hereto.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this 5.1 This Amendment shall not be effective as of the Second Amendment Effective Date subject only to the satisfaction of until each of the following conditionsshall have occurred: (ai) This Amendment shall have been executed by the Loan Parties and the Banks. (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall have delivered any consent to this Amendment required under the terms of the Senior Subordinated Loan Agreement dated July 21, 2000 among ▇▇▇▇▇▇▇ ▇▇▇▇▇, and the Loan Parties. (iii) The Purchasers Loan Parties shall have received this Amendmentthe proceeds of the New Subordinated Debt, duly executed and granted the Junior Security Interests, in each case on such terms and pursuant to such agreements as shall have been previously consented to by the Agent in accordance with the provisions of Section 1.3 hereof (iv) The Loan Parties shall have furnished to the Agent evidence satisfactory to the Agent of the Loan Parties' previously incurred Subordinated Debt to ▇▇▇▇▇ ▇▇▇▇▇▇ in the amount of $1,300,000, including without limitation, copies of the promissory note or notes evidencing such Subordinated Debt, and such subordination agreements relating thereto as the Agent may require. (v) The Loan Parties shall have (a) executed such other financing statements, security agreements (including without limitation an amendment to the Security Agreement delivered in connection with the Credit Agreement in such form as the Agent may require) and other documents necessaly, if any, to (i) perfect Agent's security interest in the Collateral, (ii) perfect any other security interest of Agent or the Banks relating to the obligations of the Loan Parties, or (iii) effectuate any other financing, leasing or other similar transactions between any of the Purchasers Loan Parties and any of the Collateral AgentBanks, or any affiliates of the Banks previously agreed to between any such parties; and (b)paid to the Banks and any affiliate of any of the Banks on or before the Fourth Amendment Fee NotesEffective Date, duly executed by all unpaid amounts presently due and owing with respect to any financing, leasing or other similar transaction between any of the BorrowersLoan Parties and any of the Banks, or any affiliates of the Purchasers Banks. (vi) Agent shall have received an opinion of the Loan Parties' counsel in form and substance acceptable to the Collateral Agent. (bvii) As Agent shall have received copies of resolutions or written consents of the Second Amendment Effective Date, (i) no Default or Event board of Default shall have occurred directors of each Loan Party authorizing the execution and be continuing other than as are being waived pursuant to delivery and the Limited Waiver and Release among the parties hereto and dated of even date herewith; (ii) the representations and warranties consummation of the Credit Parties contained transactions contemplated by this Amendment and all other documents or instruments to be executed and delivered in ARTICLE V conjunction herewith certified by the Secretary of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct each Loan Party as of the Second date hereof, including without limitation, an incumbency certificate, executed by the Secretary or Assistant Secretary of each Loan Party which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each Loan Party authorized to sign this Amendment Effective Date as if made on and all documents and agreements to be executed in connection herewith to which the Second Amendment Effective Date Loan Parties are a party, upon which certificate the Agent and the Banks shall he entitled to rely until informed of any change in writing by such Loan Party. (except viii) The Loan Parties and Electrolux shall have delivered to the extent expressly made Agent an amendment to the Intercreditor Agreement in form and substance satisfactory to the Agent, and Electrolux shall have delivered to the Agent an agreement, in form and substance satisfactory to the Agent, confirming that any tooling received by the Loan Parties from Electrolux subsequent to the date of the Intercreditor Agreement and as of a prior date (other than the Closing Date, to which Electrolux claims an ownership interest shall be read subject to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as terms of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase lntercreditor Agreement; and. (iiiix) each Credit Party Agent shall have performed received such other documents, certificates and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate opinions as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedulesAgent may request.

Conditions to Effectiveness of Amendment. The This Amendment, including the amendments to set forth in Section 2 shall become effective and the Amended Purchase Agreement provisions set forth in this Section 2 shall become operative on the date (the “Amendment shall be effective as of the Second Amendment No. 3 Effective Date subject only to the satisfaction of Date”) on which each of the following conditionsconditions are satisfied or waived by each applicable party: (a) The Purchasers Administrative Agents shall have received executed signature pages to this AmendmentAmendment from the Required Lenders, duly executed by the Credit PartiesHoldings, the Purchasers Borrowers and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent. (b) As of the Second Amendment Effective Date,each other Credit Party; (i) The representations and warranties set forth herein shall true and correct in all material respects except that any representation and warranty that is qualified or subject to a “material adverse effect”, “material adverse change” or similar term or qualification is true and correct in all respects) and (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing other than as are being waived pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewithcontinuing; (c) The Administrative Agents shall have received executed copies of each of the Sponsor Secured Note Documents (except those to be delivered post-closing), executed by each party thereto and, in each case, in form and substance reasonably satisfactory to the Administrative Agents and the Borrower shall have received, or shall receive substantially contemporaneously with the occurrence of the Amendment No. 3 Effective Date, $27,500,000 of gross cash proceeds (less fees and expenses) in respect of the Sponsor Secured Note; (d) The Administrative Agents shall have received, each in form and substance satisfactory to the Administrative Agents, (i) the Revolving Loan Intercreditor Agreement and (ii) a joinder to the representations and warranties Intercreditor Agreement (the “Intercreditor Joinder”) with respect to the addition of the Credit Parties contained in ARTICLE V Sponsor Secured Note and the obligations of the Amended Purchase Agreement Borrowers thereunder, and each such agreement shall have become effective concurrently with or prior to the effectiveness of this Amendment; (e) The Borrowers shall have paid the US Administrative Agent, for the account of each Lender that consents to this Amendment and provides its signature page hereto on or before 5:00 p.m. New York time, February 18, 2016, a consent fee (the “Consent Fee”) in an amount equal to 0.125% of each such consenting Lender’s Revolving Credit Commitment (it being understood that the other Operative Documents Borrowers shall be true and correct as of have no obligation to pay the Second Consent Fee if the Amendment No. 3 Effective Date as if made on the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Datedoes not occur), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iiif) each Credit Party The Borrower shall have performed paid the reasonable and complied with all documented out-of-pocket costs and expenses of the terms, covenants, agreements and conditions to be performed Administrative Agents in connection with this Amendment or complied with by it on or for which invoices have been presented at least two Business Days prior to the Second Amendment No. 3 Effective Date (including the reasonable and documented fees, disbursements and other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, charges of ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP as counsel to the extent that any schedules US Administrative Agent and Goodmans LLP as counsel to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedulesCanadian Administrative Agent).

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be effective as of the Second Amendment Effective Date subject only to the satisfaction of each of the following conditions: (a) The Purchasers Lenders shall have received this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Agent, Parties and the Amendment Fee Notes, duly executed by the Borrowers, and a true, correct and complete copy of the Purchasers Sale Agreement, which shall be attached hereto as Exhibit A. (b) The Borrowers shall pay to the Lenders a non-refundable amendment fee equal to $348,149.65 (which amount is 1.0% of the aggregate Principal Amount of the Notes, excluding the Bridge Notes) (the “Amendment Fee”), which shall be evidenced by the Amendment Fee Notes. The Amendment Fee shall be fully earned on the date hereof and the Collateral Agentnon-refundable. (bc) As of the Second Amendment Effective Date, and after giving effect to the Second Amendment and the transactions contemplated hereby, (i) no Default or Event of Default shall have occurred and be continuing other than as are being waived pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewithcontinuing; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V 4 of the Amended Purchase Agreement and in the other Operative Documents Transaction Agreements shall be true and correct in all material respects (without duplication of qualifiers therein as to materiality or Material Adverse Effect) as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Restated Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date foregoing being disclosed to the Purchasers Lenders in the form of updated Schedules to the Purchase Agreement; and (iii) each the Credit Party Parties shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have Lender has waived in writing), and, to the extent that any schedules to the Purchase Agreement Schedules hereto are incomplete or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedulesSchedules.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This First Amendment shall be become effective as of on the Second First Amendment Effective Date subject only to the satisfaction of each of the following conditionsconditions or the waiver thereof by the Administrative Agent: (a) The Purchasers Administrative Agent shall have received counterparts of this First Amendment, duly executed and delivered by the Credit PartiesHoldings, the Purchasers Borrower, the Required First Lien Lenders and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Administrative Agent. (b) As The Administrative Agent shall have received such customary evidence of authority and officers certificates as the Administrative Agent may reasonably request relating to (i) the organization, existence and good standing of the Second Borrower in its jurisdiction of organization and (ii) the incumbency of the officers of the Borrower executing the Loan Documents to which it is a party. (c) The Administrative Agent shall have received from the Borrower a certificate signed by a Responsible Officer and the secretary of the Borrower, together with, and certifying as to the accuracy and completeness of, copies of (i) the certificate or articles of incorporation of the Borrower and (ii) the by-laws of the Borrower. (d) The Administrative Agent shall have received a true and complete copy of the resolutions duly adopted by the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment and any other Loan Documents to be executed on or about the First Amendment Effective Date,. (e) The Administrative Agent shall have received the Acknowledgement and Confirmation, substantially in the form of Annex I hereto, duly executed and delivered by each of the Loan Parties. (f) The Borrower shall have contemporaneously received gross cash proceeds of no less than $700,000,000 from the issuance of First and a Half Lien Refinancing Notes. (g) The Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent. (h) The Administrative Agent shall have received all fees payable thereto on or prior to the First Amendment Effective Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the First Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties under any Loan Document. (i) no No Default or Event of Default shall have occurred and be continuing other than as are being waived pursuant under the Credit Agreement after giving effect to the Limited Waiver and Release among the parties hereto and dated of even date herewith;First Amendment. (iij) The Administrative Agent shall have received, for distribution to each Extending First Lien Lender which has delivered an executed counterpart of this First Amendment to the representations Administrative Agent on or prior to 5:00 p.m., New York time, on Tuesday, January 25, 2011, an amendment fee equal to .10% of such Lender’s outstanding Extended Term Loans, Extended Revolving Facility Commitments and warranties of the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second Amendment Effective Date as if made Credit-Linked Deposits with respect to such Lender’s Extended Synthetic L/C Commitments on the Second First Amendment Effective Date (except in each case after giving effect to the extent expressly made as of a prior date (other than the Closing Date, which shall be read any Incremental Assumption Agreement being executed and delivered and any prepayments in connection therewith to be made, in each case, as of, or promptly following, the Second First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedules.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective as of on the Second Amendment Effective Date subject only to the satisfaction of each of date on which the following conditions:conditions precedent have been satisfied or waived (the “Effective Date”): (a) The Purchasers Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by a duly executed by authorized officer of each of (i) the Credit Parties, Borrowers and (ii) the Purchasers and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral AgentRequired Lenders. (b) As of the Second Amendment Effective Date, The Administrative Agent shall have received (i) no Default or Event of Default shall have occurred payment, for distribution to each Lender that has signed and be continuing other than as are being waived pursuant delivered this Amendment to the Limited Waiver Administrative Agent by no later than 3:00 p.m., New York City time, on Thursday, September 3, 2009, of an amendment fee equal to 0.20% of the Commitment of such Lender then in effect as of the date hereof and Release among the parties hereto and dated of even date herewith; (ii) payment of all fees, as well as expenses for which invoices have been presented on or before the representations date hereof, which are required to be paid in connection with this Amendment. (c) The conditions precedent to the amendment dated the date hereof to the Borrowers’ $1.2 Billion Competitive Advance and warranties of Revolving Credit Facility Agreement (the “1.2 Billion Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct Agreement”), dated as of December 19, 2006, among Weyerhaeuser, WRECO, JPMorgan Chase Bank and Citibank, as initial fronting banks, JPMorgan Chase Bank and Citibank, as swing line banks, JPMorgan Chase Bank, as administrative agent, Citibank, as syndication agent, Bank of America, N.A., Deutsche Bank Securities Inc. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as documentation agents, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, as co-documentation agent, and the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except to the extent expressly made as of a prior date lenders named therein, shall have been satisfied (other than the Closing Datecondition precedent that the conditions precedent to this Amendment shall have been satisfied). Once effective, which shall be read to be such amendment will (i) reduce the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as facility size of the Second Amendment Effective Date being disclosed $1.2 Billion Credit Agreement to $400,000,000, (ii) remove WRECO as a borrower under the Purchasers in the form of updated Schedules to the Purchase $1.2 Billion Credit Agreement; and , (iii) each modify the net worth covenant contained in the $1.2 Billion Credit Party Agreement in the same manner as set forth in this Amendment and (iv) amend the facility fees and applicable margin under the $1.2 Billion Credit Agreement in the same manner as set forth in this Amendment. (d) No greater than $200,000,000 in Loans shall have performed and complied with all of the terms, covenants, agreements and conditions be outstanding to be performed or complied with by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate WRECO as of the Second Amendment Effective Date, a Borrower under the Credit Parties shall deliver updated schedulesAgreement.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective as of on the Second Amendment Effective Date subject only to the satisfaction of first Business Day on which each of the following conditionsconditions is satisfied: (a) The Purchasers Administrative Agent shall have received (i) (I) from each Cashless Option Tranche B-1/B-3 Lender, (II) from Additional Tranche B-4 Term Loan Lenders having Additional Tranche B-4 Term Loan Commitments equal in principal amount to the sum of (x) the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-1/B-3 Term Loan Lenders plus (y) the principal amount of Existing Term Loans for which the “Post-Closing Settlement Option” was selected and (III) from each Revolving Credit Lender and 2020 Additional Revolving Credit Lender, which Lenders described in this clause (i) shall collectively constitute all Lenders after giving effect to this Amendment, duly executed by (ii) from the Credit Parties, the Purchasers and the Collateral Administrative Agent, and (iii) from the Borrower and Holdings, either (x) a counterpart of this Amendment Fee Notes(or, duly executed by in the Borrowerscase of such Cashless Option Tranche B-1/B-3 Lenders, a Consent to Amendment No. 7) signed on behalf of such party or (y) written evidence satisfactory to the Purchasers and the Collateral Agent.Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) As The Borrower shall have paid (or caused to have been paid) to (i) all Existing Term Loan Lenders on the Amendment No. 7 Effective Date, simultaneously with the making (or deemed making) of Tranche B-4 Term Loans under the Amended Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 7 Effective Date and (ii) all Non-Consenting Existing Tranche B-1/B-3 Term Loan Lenders and all Post-Closing Option Tranche B-1/B-3 Lenders on the Amendment No. 7 Effective Date, simultaneously with the making (or deemed making) of Tranche B-4 Term Loans under the Amended Credit Agreement, all outstanding principal of their Existing Term Loans as of the Second Amendment No. 7 Effective Date,; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties. The Borrower, Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 7 Arrangers and the Tranche B-4 Term Loan Lenders the fees in the amounts previously agreed in writing to be received on the Amendment No. 7 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 7 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 7 Effective Date; (e) The representations and warranties set forth in Section 3 above shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Amendment No. 7 Effective Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing this Amendment and the other Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 7 Effective Date or a recent date prior thereto; (g) The Administrative Agent shall have received a Notice of Borrowing in respect of the Tranche B-4 Term Loans in accordance with Section 2.3 of the Amended Credit Agreement; (h) The Administrative Agent shall have received a certificate of the Borrower certifying that after giving effect to the incurrence of the Tranche B-4 Term Loan Commitments, the Borrower has not incurred Indebtedness pursuant to Section 2.14 and Section 10.1(x) of the Credit Agreement in excess of the Maximum Incremental Facilities Amount, calculated in accordance with the terms of the Credit Agreement; (i) no Default or Event of Default The Administrative Agent shall have occurred and be continuing received a certificate from the Chief Executive Officer, President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager or any other than as are being waived pursuant senior financial officer of the Borrower to the Limited Waiver and Release among effect that after giving effect to the parties hereto and dated of even date herewithtransactions contemplated by this Amendment, the Borrower on a consolidated basis with its Restricted Subsidiaries is Solvent; (iij) The Tranche B-4 Term Loan Lenders shall have received prior to the representations and warranties of the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second Amendment No. 7 Effective Date such documentation and other information about the Borrower and the Guarantors as if made on shall have been reasonably requested in writing by such Lender at least 10 days prior to the Second Amendment No. 7 Effective Date (except to and as required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase AgreementPatriot Act; and (iiik) each Credit Party shall have performed If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and complied with all of any Tranche B-4 Term Loan Lender has provided its electronic delivery requirements, such Lender requesting a Beneficial Ownership Certification in writing to the terms, covenants, agreements and conditions to be performed or complied with by it on or Borrower at least 10 days prior to the Second Amendment No. 7 Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers shall have waived in writing), and, received prior to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment No. 7 Effective Date, a Beneficial Ownership Certification in relation to the Credit Parties shall deliver updated schedulesBorrower.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective as of on the Second Amendment Effective Date subject only to the satisfaction of first Business Day on which each of the following conditionsconditions is satisfied: (a) The Purchasers Administrative Agent shall have received (i) from each Initial Term Lender with a Tranche B-1 Term Exchange Commitment and from Post-Closing Option Lenders having Additional Tranche B-1 Term Commitments equal in principal amount to the amount of Initial Term Loans held by Non-Exchanging Term Lenders, (ii) from the Administrative Agent and (iii) from the Borrower and each Guarantor, either (x) a counterpart of this Amendment signed on behalf of such party (or a Consent) or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent) that such party has signed a counterpart of this Amendment. (b) As of The Administrative Agent shall have received from each Additional Tranche B-1 Term Lender (other than Post-Closing Option Lenders) an executed counterpart to the Second Amendment Effective Date,applicable Joinder Agreement. (c) The Borrower shall have paid to the Administrative Agent, (i) for the ratable account of each Initial Term Lender, a payment equal to 1% of the aggregate principal amount of Initial Term Loans outstanding immediately prior to the Amendment No. 1 Effective Date, whether or not such Initial Term Lender becomes a Tranche B-1 Term Lender. (d) The Borrower shall have paid to all Non-Exchanging Term Lenders on the Amendment No. 1 Effective Date, simultaneously with the making of Tranche B-1 Term Loans under the Credit Agreement, all accrued and unpaid interest on their Initial Term Loans to, but not including, the Amendment No. 1 Effective Date. (e) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent, the Lenders and the Issuing Banks and dated the Amendment No. 1 Effective Date) of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, New York counsel for the Loan Parties in form and substance reasonably satisfactory to the Administrative Agent. Each of Holdings and the Borrower hereby requests such counsel to deliver such opinions. (f) The Borrower shall have paid (i) the Joint Bookrunners the fees in the amounts previously agreed in writing to be received on the Amendment No. 1 Effective Date and (ii) the Administrative Agent all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent) for which invoices have been presented at least three Business Days prior to the Amendment No. 1 Effective Date. (g) At the time of and immediately after giving effect to this Amendment no Default or Event of Default shall have occurred and be continuing other than as are being waived pursuant continuing. (h) The Administrative Agent shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the Limited Waiver extent applicable, as of a recent date by the applicable Governmental Authority (in relation to a Loan Party constituted under German law not older than 14 days and Release among certified by the parties hereto relevant commercial register) and in relation to a Luxembourg Loan Party an up-to-date excerpt from the Luxembourg Register in respect of the Luxembourg Loan Party as of the date of this Amendment and a certificate from the Luxembourg Register dated as at the date hereof stating that no judicial decision has been registered with the Luxembourg Register by application of even date herewith; article 13, items 2 to 11 and 13 and article 14 of the RCS Law, according to which the Luxembourg Loan Party would be subject to one of the judicial proceedings referred to in these provisions of the RCS Law including in particular, bankruptcy (faillite), controlled management (gestion contrôlée), suspension of payments (sursis de paiement), arrangement with creditors (concordat préventif de la faillite) and judicial liquidation (liquidation judiciaire) proceedings, (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), signature and, to the extent such concept exists, incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party, (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of Loan Documents to which it is a party, setting out, in respect of each Belgian Loan Party, the reasons why the board of directors of that any schedules Belgian Loan Party considered that the entry into this Amendment, is of the benefit to the Purchase Agreement are incomplete or inaccurate that Loan Party, certified as of the Second Amendment No. 1 Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation. (i) To the extent required and requested by any Additional Tranche B-1 Term Lenders at least three Business Days prior to the Amendment No. 1 Effective Date, the Credit Administrative Agent shall have received all documentation and other information about the Loan Parties as shall deliver updated scheduleshave been requested in writing by such Additional Tranche B-1 Term Lenders that they shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act. (j) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying as to the accuracy of the representations set forth in paragraphs (b) and (c) of Section 2 hereof. (k) The Administrative Agent shall have received a Consent to this Amendment from each Revolving Lender.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective as of (such date, the “Second Amendment Effective Date subject only to Date”) upon the satisfaction of each of the following conditionsconditions precedent: (a) The Purchasers Administrative Agent (or its counsel) shall have received this Amendment, duly executed and delivered by the Credit PartiesAdministrative Agent, Parent, the Purchasers Borrower, the Second Amendment Revolving Lender and the Collateral AgentIssuing Lender. b) The Second Amendment Revolving Lender and the Administrative Agent shall have received all fees required to be paid by the Borrower, and all expenses for which invoices have been presented (including the Amendment Fee Notesdocumented reasonable out of pocket fees and expenses of legal counsel), duly executed by the Borrowers, the Purchasers and the Collateral Agent. (b) As of on or before the Second Amendment Effective Date,. c) The Administrative Agent shall have received (i) no Default or Event a certificate of Default shall have occurred each of Parent and be continuing other than as are being waived pursuant the Borrower, dated the Second Amendment Effective Date, substantially in the form of Exhibit E to the Limited Waiver Existing Credit Agreement, with appropriate insertions and Release among attachments, including the parties hereto certificate of formation of each of Parent and dated the Borrower certified by the relevant authority of even date herewith; the jurisdiction of organization of Parent and the Borrower, as applicable, and (ii) a good standing certificate for each of Parent and the Borrower from its jurisdiction of organization. d) The Administrative Agent shall have received, on behalf of itself and the Second Amendment Revolving Lender, an opinion of M▇▇▇▇▇▇▇ & F▇▇▇▇▇▇▇ LLP, in its capacity as New York counsel for Parent and the Borrower. e) Each of the representations and warranties of made by any Loan Party in or pursuant to the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Loan Documents shall be true and correct in all material respects, in each case, on and as of the Second Amendment Effective Date such date as if made on the Second Amendment Effective Date (and as of such date, except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read that such representations and warranties relate to be the Second Amendment Effective Date)an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; provided that any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects (as written). f) No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the extensions of credit requested to be made on such date. g) The Administrative Agent shall have received a certificate, with updated qualifications and exceptions to such representations and warranties as of dated the Second Amendment Effective Date being disclosed to and signed by a Responsible Officer, confirming compliance with the Purchasers conditions set forth in the form paragraphs (e) and (f) of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedules‎this Section 3.

Conditions to Effectiveness of Amendment. The amendments This Amendment shall become effective upon receipt by the Company and the Purchaser of counterpart signatures to this Amendment duly executed and delivered by the Company and the Purchaser and upon receipt by the Purchaser of counterpart signatures to the Amended Purchase Payoff Commitment Agreement in this Amendment shall be effective as and Confession of Judgment duly executed and delivered by the Company and the Purchaser. Accordingly, the Company acknowledges and agrees that by no later than 5:00 p.m. on the date that is two (2) business days following the closing date of the Second Amendment Effective Date subject only offering of Units pursuant to the satisfaction of each of Company’s Registration Statement on Form S-1 (File no. 333-XXXXXX) (the following conditions: (a) The Purchasers shall have received “Offering”), the Company is obligated to pay the Purchaser, as consideration for entering into this Amendment, duly executed $1,00,000.00 by wire to the Credit PartiesPurchaser. Additionally, the Purchasers and Company agrees to include a proposal in its proxy statement for its 2023 Annual Meeting of Stockholders for the Collateral Agentpurpose of obtaining the approval of the holders of a majority of the Company’s outstanding voting Common Stock, to effectuate the reduction of the exercise price set forth in Section 2(b) of the Common Stock Purchase Warrants issued to Purchaser on March 27, 2023 (the “Existing Warrants”) to the per unit public offering price of the Offering, in accordance with Nasdaq Rule 5635(d) (the “Shareholder Approval”) with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every six (6) months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Existing Warrants are no longer outstanding. Until such approval is obtained, the exercise price of the Existing Warrants will remain unchanged. In addition, the parties agree to amend this Amendment Fee Notes, duly executed promptly after filing the Registration Statement on Form S-1 referred to above solely to fill in the registration statement filing number assigned by the Borrowers, the Purchasers Securities and the Collateral AgentExchange Commission. (b) As of the Second Amendment Effective Date, (i) no Default or Event of Default shall have occurred and be continuing other than as are being waived pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewith; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedules.

Conditions to Effectiveness of Amendment. The amendments Bank’s willingness to agree to the Amended Purchase Agreement amendments set forth in this Amendment shall be effective as of the Second Amendment Effective Date is subject only to the prior satisfaction of each of the following conditions: 1. Execution by all parties and delivery to the Bank of this Amendment, the Consent of Guarantor, the Restated Note, and an Incumbency Certificate. MEDPACE INTERMEDIATECO, INC., a Delaware corporation (the “Guarantor”) consents to the provisions of the foregoing Amendment No. 5 to Loan Documents (the “Amendment”) and all prior amendments (if any) and confirms and agrees that: (a) The Purchasers shall have received this the Guarantor’s obligations under its Guaranty Agreement dated as of September 30, 2019 (the “Guaranty”), relating to the Obligations referenced in the Amendment, duly executed shall be unimpaired by the Credit Parties, the Purchasers and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent. Amendment; (b) As the Guarantor has no defenses, set offs, counterclaims, discounts or charges of any kind against the Second Amendment Effective Date, (i) no Default Bank, its officers, directors, employees, agents or Event of Default shall have occurred and be continuing other than as are being waived pursuant attorneys with respect to the Limited Waiver Guaranty; and Release among the parties hereto and dated of even date herewith; (iic) the representations and warranties of the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements conditions and conditions to be performed or complied with by it on or prior covenants in the Guaranty remain unaltered and in full force and effect and are hereby ratified and confirmed and apply to the Second Amendment Effective Date Obligations, as modified by the Amendment. The Guarantor certifies that all representations and warranties made in the Guaranty are true and correct. The Guarantor hereby confirms that any collateral for the Obligations, including liens, security interests, mortgages, and pledges granted by the Guarantor or third parties (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writingif applicable), andshall continue unimpaired and in full force and effect, shall cover and secure all of the Guarantor’s existing and future Obligations to the extent Bank, as modified by this Amendment. By signing below, the Guarantor agrees that this Consent, the Guaranty, the other Loan Documents, any schedules amendments thereto and any other information, notice, signature card, agreement or authorization related thereto (each, a “Communication”) may, at the Bank’s option, be in the form of an electronic record. Any Communication may, at the Bank’s option, be signed or executed using electronic signatures. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Bank of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format) for transmission, delivery and/or retention. The Guarantor acknowledges and agrees that the methods for delivering Communications, including notices, under the Guaranty and the other Loan Documents include electronic transmittal to any electronic address provided by any party to the Purchase Agreement other party from time to time. The Guarantor ratifies and confirms the indemnification and waiver of jury trial provisions contained in the Guaranty, all of which are incomplete or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedulesincorporated herein by reference.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement Anything contained in this Amendment to the contrary notwithstanding, the terms and provisions of this Amendment shall be only become effective as of the Second Amendment Effective Date subject only to upon the satisfaction of each of the following conditionsadditional conditions precedent: (a) The Purchasers Congress shall have received an executed original or executed original counterparts (as the case may be) of this AmendmentAmendment together with the following, each of which shall be in form and substance satisfactory to Congress: (i) the LPC Fourth Restated Note; (ii) certified resolutions of the Board of Directors of LPC duly executed by authorizing the Credit Parties, the Purchasers execution and delivery of this Amendment and the Collateral Agent, instruments and transactions hereunder; and (iii) an Amendment between LCI and Congress with respect to the LCI Financing Agreements and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers documents and instruments required thereunder and the Collateral Agentsatisfaction of all conditions precedent to the effectiveness thereof (the "March 1997 LCI Amendment"). (b) As Arrangements satisfactory to Congress shall be made by LPC and LCI such that the proceeds of the Second Amendment Effective Date,March 1997 Additional LPC Term Loan shall be used as required herein and such that the proceeds of the March 1997 Additional LCI Term Loan (as defined in the March 1997 LCI Amendment) shall be used as required therein, and that, contemporaneously therewith: (i) no Default CIT shall release all of its liens and security interests in the assets and properties of LPC which constitute "CIT Collateral" pursuant to the Subordination Agreement between CIT and Congress, as amended; (ii) CIT and Congress shall enter into an agreement, in form and substance satisfactory to Congress, terminating or amending the Subordination Agreement dated as of January 17, 1996 between CIT and Congress, as amended, to provide for, among other things, the release referred to in clause (i) of this paragraph 12(b); and (iii) LPC shall have delivered to Congress a payoff letter from Chase, setting forth the amount of the Rochester IRB Balance as of the date hereof, and shall have authorized Congress to disburse a portion of the March 1997 Additional LPC Term Loan directly to Chase in payment thereof. (c) All representations and warranties contained herein, in the Accounts Agreement and in the other Financing Agreements shall be true and correct in all material respects; and (d) No Event of Default shall have occurred and no event shall have occurred or condition be continuing other than as are being waived pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewith; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date)existing which, with updated qualifications and exceptions to such representations and warranties as notice or passage of the Second Amendment Effective Date being disclosed to the Purchasers in the form time or both, would constitute an Event of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedulesDefault.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in effectiveness of this Amendment shall be effective as and the obligation of the Second Amendment Effective Date Banks to make Revolving Credit Loans under their increased Commitments is subject only to the satisfaction of each of the following conditions: (aA) Replacement Revolving Credit Notes in the principal amount of the increased Commitments shall have been delivered to the Banks; (B) The Purchasers shall have received this Amendment, duly executed by representations and warranties of the Borrower contained in Article 5 of the Credit PartiesAgreement shall be true as though such representations and warranties had been made today, the Purchasers and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent. (b) As of the Second Amendment Effective Date, except (i) no for representations and warranties which expressly relate solely to an earlier date or time, which representations and warranties shall continue to be true as of the specific dates or times referred to therein and (ii) as indicated on the updated Credit Agreement disclosure schedules attached hereto; (C) The Borrower shall have performed and complied with all covenants and conditions of the Credit Agreement as amended hereby; (D) No Event of Default or Event of Potential Default shall have occurred and be continuing other than as are being waived pursuant or shall exist; (E) No Material Adverse Change in the Borrower or any of its Subsidiaries shall have occurred since the date of the Borrower's financial statements most recently reviewed by the Banks; (F) The Borrower shall have delivered to the Limited Waiver Agent for the benefit of each Bank a certificate of the Secretary or Assistant Secretary of the Borrower, certifying as to (i) all action taken by the Borrower in connection with this Amendment, the replacement Revolving Credit Notes, and Release among any related Loan Documents (collectively, the parties hereto and dated of even date herewith; "Amendment Documents"); (ii) the representations and warranties names of the officer or officers authorized to sign this Amendment, the replacement Revolving Credit Parties contained Notes, and the related Loan Documents; and (iii) the absence of any changes in ARTICLE V the certificate of incorporation and bylaws of the Amended Purchase Agreement Borrower as they were in effect on March 31, 1997, the Closing Date under the Credit Agreement; (G) The Borrower shall have delivered to the Agent for the benefit of each Bank a written opinion of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, general counsel to the Borrower, as to the corporate existence and good standing of the Borrower; the due authorization, execution, delivery and enforceability of the Amendment Documents; the absence of conflicts between the Amendment Documents and the organizational documents of the Borrower, applicable laws, and other debt obligations of the Borrower; the absence of material litigation or claims against the Borrower; and such other matters as the Agent may reasonably request; (H) The Borrower shall have delivered to the Agent satisfactory evidence that the "Majority Holders" under the Alco Note have consented to the increase in the other Operative Documents shall be true and correct as amount of "Superior Debt" permitted under the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except Alco Note to the extent expressly made as of a prior date (other than the Closing Date$125,000,000, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreementplus interest; and (iiiI) each Credit Party The Borrower shall have performed paid to the Agent, for itself and complied with all for the account of the termsBanks, covenants, agreements all commitment and conditions to be performed or complied other fees due in connection with by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedulesthis Amendment.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective as of September 30, 2012 if and only if prior to such date the Second Agent shall have received executed counterparts of this Amendment Effective Date subject only to from the satisfaction of each of Majority Lenders and the following conditions:conditions precedent have been satisfied (September 30, 2012, if such conditions are so satisfied herein called the “Effective Date”): (a) The Purchasers Agent’s receipt of the following, each of which shall have received this Amendmentbe originals or telecopies (followed promptly by originals) unless otherwise specified, duly each properly executed by a Responsible Officer of the signing Loan Party and each in form and substance satisfactory to the Agent and in such number of counterparts as may be requested by the Agent: (i) counterparts of the Amendment Documents executed by the Credit applicable Loan Parties. (ii) a certificate on behalf of each applicable Loan Party certifying that none of the resolutions, incumbency certificates, Organization Documents and/or certificates of Responsible Officers of each Loan Party as the Purchasers Agent has previously required evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Collateral Agent, Loan Documents to which such Loan Party is a party have been amended or are otherwise inaccurate since they were delivered and certifying resolutions authorizing this Amendment. (iii) such other documents or certificates as the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral AgentAgent shall reasonably request. (b) As of Any fees required to be paid to the Second Amendment Agent or any Lender on or before the Effective Date,Date shall have been paid. (ic) no Default or Event of Default Unless waived by the Agent, the Borrower shall have occurred paid all fees, charges and be continuing other than as are being waived pursuant disbursements of counsel to the Limited Waiver and Release among the parties hereto and dated of even date herewith; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except Agent to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or invoiced prior to or on the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the Credit Parties closing proceedings (provided that such estimate shall deliver updated schedulesnot thereafter preclude a final settling of accounts between the Borrower and the Agent).

Conditions to Effectiveness of Amendment. The amendments Bank’s willingness to agree to the Amended Purchase Agreement amendments set forth in this Amendment shall be effective as of the Second Amendment Effective Date is subject only to the prior satisfaction of each of the following conditions: 1. Execution by all parties and delivery to the Bank of this Amendment, including the attached Consent of Guarantor, the Restated Note, and an Incumbency Certificate. MEDPACE INTERMEDIATECO, INC., a Delaware corporation (the “Guarantor”) consents to the provisions of the foregoing Amendment No. 8 to Loan Documents (the “Amendment”) and all prior amendments (if any) and confirms and agrees that: (a) The Purchasers shall have received this the Guarantor’s obligations under its Guaranty Agreement dated as of September 30, 2019 (the “Guaranty”), relating to the Obligations referenced in the Amendment, duly executed shall be unimpaired by the Credit Parties, the Purchasers and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent. Amendment; (b) As the Guarantor has no defenses, set offs, counterclaims, discounts or charges of any kind against the Second Amendment Effective Date, (i) no Default Bank, its officers, directors, employees, agents or Event of Default shall have occurred and be continuing other than as are being waived pursuant attorneys with respect to the Limited Waiver Guaranty; and Release among the parties hereto and dated of even date herewith; (iic) the representations and warranties of the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements conditions and conditions to be performed or complied with by it on or prior covenants in the Guaranty remain unaltered and in full force and effect and are hereby ratified and confirmed and apply to the Second Amendment Effective Date Obligations, as modified by the Amendment. The Guarantor certifies that all representations and warranties made in the Guaranty are true and correct. The Guarantor hereby confirms that any collateral for the Obligations, including liens, security interests, mortgages, and pledges granted by the Guarantor or third parties (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writingif applicable), andshall continue unimpaired and in full force and effect, shall cover and secure all of the Guarantor’s existing and future Obligations to the extent Bank, as modified by this Amendment. By signing below, the Guarantor agrees that this Consent, the Guaranty, the other Loan Documents, any schedules amendments thereto and any other information, notice, signature card, agreement or authorization related thereto (each, a “Communication”) may, at the Bank’s option, be in the form of an electronic record. Any Communication may, at the Bank’s option, be signed or executed using electronic signatures. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Bank of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format) for transmission, delivery and/or retention. The Guarantor acknowledges and agrees that the methods for delivering Communications, including notices, under the Guaranty and the other Loan Documents include electronic transmittal to any electronic address provided by any party to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedulesother party from time to time.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective as of on the date on which the following conditions precedent have been satisfied or waived (the “Second Amendment Effective Date subject only to the satisfaction of each of the following conditions:Date”): (a) The Purchasers Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by a duly executed by authorized officer of each of (A) MWVC, (B) the Credit PartiesBorrower, (C) Lenders constituting the Purchasers Required Lenders and (D) the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Administrative Agent. (b) As After giving effect to this Amendment, each of the Second Amendment Effective Date, (i) no Default or Event of Default shall have occurred and be continuing other than as are being waived pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewith; (ii) the representations and warranties of made by any Loan Party in or pursuant to the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Loan Documents shall be true and correct in all material respects on and as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except to the extent such representations and warranties expressly made as of a prior date (other than the Closing Date, which shall be read relate to be the Second Amendment Effective Date)an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), with updated qualifications except that any representation and exceptions warranty that is qualified as to such representations “materiality” or “Material Adverse Effect” shall be true and warranties as correct in all respects. (c) No Default or Event of Default has occurred and is continuing on the Second Amendment Effective Date being disclosed or after giving effect to the Purchasers amendments contemplated herein and the extensions of credit requested to be made on the Second Amendment Effective Date. (d) All governmental and third party approvals necessary in connection with the form of updated Schedules transactions contemplated hereby and by the Credit Agreement shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or, to the Purchase Agreement; andBorrower’s knowledge, threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the financing contemplated hereby. (iiie) each Credit Party The Lenders and the Administrative Agent shall have performed and complied with received all of the terms, covenants, agreements and conditions fees required to be performed or complied with by it paid, and all expenses for which invoices have been presented to the Borrower on or before the Second Amendment Effective Date. (f) The Administrative Agent and the other Lenders shall have received, at least 5 days prior to the Second Amendment Effective Date (Date, all documentation and other than any failure to perform or comply with such termsinformation required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, covenantsincluding the Patriot Act, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as previously requested of the Second Amendment Effective Date, Borrower by the Credit Parties shall deliver updated schedulesAdministrative Agent.

Conditions to Effectiveness of Amendment. The effectiveness of the amendments set forth in Section 2 hereof shall occur on the date of the satisfaction of the following conditions precedent (such date, the “Amendment Effective Date”): (a) (i) the Borrowers, each other Loan Party and the Administrative Agent shall have executed and delivered counterparts of this Amendment to the Amended Purchase Agreement Administrative Agent, (ii) each Exchanging Revolving Lender shall have executed and delivered to the Administrative Agent a Revolving Lender Consent, and (iii) each Additional Revolving Lender, the Borrower Representative and the Administrative Agent shall have executed and delivered to the Administrative Agent a Revolving Credit Facility Joinder; (b) the Administrative Agent shall have received the Collateral Documents and other documentation identified on Schedule A-1 hereto, in each case in form and substance reasonably acceptable to the Administrative Agent; (c) each of the representations and warranties contained in Section 7 of this Amendment shall be effective true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Second Amendment Effective Date; (d) at the time of and immediately after giving effect to this Amendment and the transactions occurring on the Amendment Effective Date subject only to (including the satisfaction of each incurrence of the following conditions: (a) The Purchasers shall have received this AmendmentIncremental Revolving Facility), duly executed by the Credit Parties, the Purchasers and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent. (b) As of the Second Amendment Effective Date, (i) no Default or Event of Default shall have occurred and be continuing other than as are being waived pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewithexists; (iie) the representations Administrative Agent shall have received a certificate, in form and warranties of substance reasonably acceptable to the Credit Parties contained in ARTICLE V of Administrative Agent, dated the Amended Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second Amendment Effective Date as if made on and signed by a Responsible Officer of the Second Amendment Effective Date Borrower Representative (except to i) confirming compliance with the extent expressly made as of a prior date conditions set forth in Sections 5(c) and 5(d) hereof, (other than ii) certifying that the Closing Date, which shall be read Incremental Revolving Commitments incurred hereunder are permitted to be incurred pursuant to clause (z) of Section 2.14(a) of the Second Amendment Effective Date), Existing Credit Agreement and setting forth the information and computations (in which case such representations and warranties shall be true and correct as sufficient detail) required in order to establish pro forma compliance with the requirements of such earlier date)clause, with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the Second Amendment Effective Date certifying that Orion Engineered Carbons Holdco S.A.S. (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), “Carbons Holdco”) and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedules.

Conditions to Effectiveness of Amendment. The amendments to amendment of the Amended Purchase Existing Credit Agreement in this Amendment and associated provisions set forth herein shall be become effective as of the Second first date on which the following occur or have been waived in accordance with Section 9.5 of the Existing Credit Agreement (the “Amendment Effective Date subject only to the satisfaction of each of the following conditions:Date”): (a) The Purchasers Administrative Agent shall have received a counterpart of this AmendmentAmendment Agreement, executed and delivered by a duly executed by the Credit Partiesauthorized officer of Parent, the Purchasers Borrower, Continuing Lenders constituting the Requisite Lenders, each New Lender and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Administrative Agent. (b) As The Administrative Agent shall have received, in respect of each of Parent and the Borrower, (i) a certificate of such Credit Party executed by the secretary or assistant secretary of such Credit Party attaching (A) a copy of each Organizational Document of such Credit Party, which shall, to the extent applicable, be certified as of the Second Amendment Effective Date or a recent date prior thereto by the appropriate Governmental Authority provided that, in lieu of the delivery requirement in this clause (A), if there has been no change to, and no action has been taken to amend, the Organizational Documents of such Credit Party since the Amendment Effective Date,, the Administrative Agent shall accept a certification from an Authorized Office of such Credit Party as to such fact, (B) signature and incumbency certificates of the officers of such Credit Party, (C) resolutions of the board of directors or similar governing body of such Credit Party approving and authorizing the execution, delivery and performance of this Amendment Agreement, certified as of the Amendment Effective Date by such secretary or assistant secretary as being in full force and effect without modification or amendment, and (D) a good standing certificate from the applicable Governmental Authority of such Credit Party’s jurisdiction of organization, dated the Amendment Effective Date or a recent date prior thereto, and (ii) such other documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each of Parent and the Borrower and the authorization of the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent. (ic) The Administrative Agent and the Arrangers shall have received payment of all fees and expenses required to be paid or reimbursed by Parent or the Borrower under or in connection with this Amendment Agreement, including those fees and expenses set forth in Section 5 hereof and in any arrangement letter or fee letter entered into by the Parent or the Borrower with any Arranger in connection with this Amendment Agreement. (d) At the time of and immediately after giving effect to this Amendment Agreement, no Default or Event of Default shall have occurred and be continuing other than as are being waived pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewith;or would result therefrom. (iie) the The representations and warranties of the Credit Parties contained made or deemed to be made in ARTICLE V of the Amended Purchase this Amendment Agreement and in the other Operative Documents shall be true and correct (i) in the case of the representations and warranties qualified or modified as to materiality in the text thereof, in all respects and (ii) otherwise, in all material respects, in each case on and as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), except in the case of any such representation and warranty that expressly relates to an earlier date, in which case such representations representation and warranties warranty shall be so true and correct, or true and correct in all material respects, as applicable, on and as of such earlier date), with updated qualifications . (f) The Borrower shall have (i) prepaid all accrued and exceptions to such representations unpaid interest and warranties as fees in respect of the Second Existing Term Loans to but excluding the Amendment Effective Date being disclosed and (ii) paid to the Purchasers in Administrative Agent, for the form account of updated Schedules each Existing Lender, any amounts owing to such Existing Lender under Section 2.10(b) of the Existing Credit Agreement as a result of the effectiveness of this Amendment Agreement. (g) The Administrative Agent shall have received from the Borrower a Conversion/Continuation Notice contemplating the commencement of a new Interest Period with respect to the Purchase Agreement; and (iii) each Credit Party Tranche B Term Loans commencing on the Amendment Effective Date. The Administrative Agent shall have performed notify Parent, the Borrower, the Existing Lenders and complied with all the New Lenders of the termsAmendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, covenantsthis Amendment Agreement shall not become effective, agreements and the obligations of the applicable Continuing Lenders and the New Lenders to assume Tranche B Term Loans as provided for herein will automatically terminate, if each of the conditions set forth or referred to be performed or complied with by it on in this Section 3 has not been satisfied at or prior to 5:00 p.m., New York City time, on Tuesday, February 28, 2017 (it being understood that any such failure of this Amendment Agreement to become effective will not affect any rights or obligations of any Person under the Second Existing Credit Agreement). For purposes of determining compliance with the conditions specified above, each Lender party to this Amendment Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to such Persons unless an officer of the Administrative Agent responsible for the transactions contemplated by the Credit Documents shall have received notice from such Person prior to the Amendment Effective Date (other than any failure specifying its objection thereto. The Administrative Agent hereby consents to perform or comply with such terms, covenants, agreements this Amendment Agreement and conditions which the Purchasers have waived in writing), and, confirms that each New Lender is acceptable to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedulesit.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in effectiveness of this Amendment is subject to satisfaction of the following conditions precedent (the date of such satisfaction being the “Amendment Effective Date”): (i) the Administrative Agent shall be effective have received duly executed counterparts of this Amendment from (A) the Borrowers, Holdings and the other Guarantors, (B) each Exchanging Term Lender, (C) each Revolving Lender and (D) each Additional Term Lender, (ii) the Administrative Agent shall have received a duly executed copy of that certain First Amendment to Second Lien Credit Agreement, dated as of the Second Amendment Effective Date subject only date hereof, among Borrowers, Holdings and the other Guarantors, the lenders party thereto, and Jefferies Finance LLC, as administrative agent and collateral agent thereunder, in form and substance reasonably satisfactory to the satisfaction of each of Administrative Agent and (iii) the following conditions: (a) The Purchasers Exchanging Term Lenders party hereto shall have received constitute the Required Lenders immediately prior to giving effect to this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent.; (b) As of the Second Amendment Effective Date, Administrative Agent shall have received a duly completed and executed Borrowing Request (i) no Default in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time (or Event of Default shall have occurred and such later time on such Business Day as may be continuing other than as are being waived pursuant reasonably acceptable to the Limited Waiver and Release among Administrative Agent), three (3) Business Days before the parties hereto and dated date of even the proposed Borrowing or (ii) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), one (1) Business Day before the date herewithof the proposed Borrowing, in each case in respect of the Term B-1 Loans in accordance with Section 2.03 of the Amended First Lien Credit Agreement (which Borrowing Request may be conditioned on the effectiveness of this Amendment); (iic) each of the representations and warranties of the Credit Parties contained in ARTICLE V Section 5 of the Amended Purchase Agreement and in the other Operative Documents this Amendment shall be true and correct in all material respects (except that any representation or warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the Second Amendment Effective Date with the same effect as if though made on the Second Amendment Effective Date (and as of such date, except to the extent such representations and warranties expressly made as of a prior relate to an earlier date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct in all material respects as of such earlier date (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall have been true and correct in all respects as of such earlier date); (d) at the time of and immediately after giving effect to this Amendment and the Credit Extensions occurring on the Amendment Effective Date and the use of proceeds thereof, with updated qualifications no Default or Event of Default shall have occurred and exceptions to such representations and warranties be continuing; (e) the Administrative Agent shall have received (i) a certificate dated as of the Second Amendment Effective Date being disclosed and signed by a Responsible Officer of Holdings, confirming compliance with the conditions set forth in Sections 4(c) and 4(d) herein and (ii) a certificate from the chief financial officer (or other officer with reasonably equivalent duties) of Holdings, on behalf of each Credit Party, in form, scope and substance reasonably satisfactory to the Purchasers Administrative Agent, and demonstrating that after giving effect to the transactions contemplated hereby, the Credit Parties are and will be, on a consolidated basis, solvent; (f) the Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the Issuing Bank and the Lenders (including the Swing Line Lender), favorable written opinions, in each case (1) in form and substance reasonably satisfactory to the Administrative Agent, (2) dated as of the Amendment Effective Date, (3) addressed to the Administrative Agent, the Collateral Agent, the Issuing Bank and the Lenders (including the Swing Line Lender) and (4) covering such corporate, security interest and related matters relating to this Amendment and the transactions contemplated hereby as the Administrative Agent shall reasonably request and which are customary for transactions of the type contemplated herein; (g) the Administrative Agent shall have received (i) a certificate of the secretary or assistant secretary (or equivalent officer) on behalf of each Credit Party dated as of the Amendment Effective Date, certifying (A) that attached thereto is a true and complete copy of each Organizational Document of such Credit Party and, with respect to the articles or certificate of incorporation or formation (or similar document) certified as of a recent date by the Secretary of State (or other applicable Governmental Authority) of the jurisdiction of its organization, or with respect to any such Organizational Documents of any Credit Party that have been previously delivered to the Administrative Agent, a certification that such Organizational Documents have not changed since the Closing Date or the date such Credit Party became a Credit Party under the Loan Documents, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of each Credit Party authorizing and approving the transactions contemplated by this Amendment and the other Loan Documents and the execution, delivery and performance of this Amendment and the other Loan Documents to which such Credit Party is a party and, in the form case of updated Schedules the Borrowers, the incurrence of Indebtedness pursuant to the Purchase Term B-1 Loans, and that such resolutions have not been modified, rescinded or amended and are in full force and effect as of the date of such certificate and (C) as to the specimen signature and incumbency of each officer executing this Amendment or any other document delivered in connection herewith on behalf of such Credit Party (together with a certificate of another officer as to the specimen signature and incumbency of the officer executing the certificate in this clause (i)); and (ii) to the extent applicable, a certificate as to the good standing (or equivalent certificate in the applicable jurisdiction of organization) of each Credit Party as of a recent date, from such Secretary of State (or other applicable Governmental Authority); all in form and substance reasonably satisfactory to the Administrative Agent and its counsel; (h) the Administrative Agent shall have received: (i) for distribution to the Amendment Lead Arranger and the Additional Term Lender, all fees and expenses agreed to by the Borrowers or Holdings that are due and payable on or before the Amendment Effective Date (including reasonable and documented out-of-pocket fees, expenses and disbursements of legal counsel); (ii) for distribution to each Lender that holds Refinanced Term Loans immediately prior to giving effect to this Amendment, for the repayment in full of all such Refinanced Term Loans, an amount equal to the sum of (x) the principal of and unpaid interest accrued to the Amendment Effective Date on the outstanding Refinanced Term Loans of such Lender and (y) all fees and other amounts owing to or accrued for the account of each such Lender that is a Non-Consenting Lender under the First Lien Credit Agreement (including any amounts under Sections 2.12 and 2.13 of the First Lien Credit Agreement) in respect of such Refinanced Term Loans; (iii) for distribution to each Exchanging Term Lender, an amount equal to all accrued and unpaid interest on its Existing Term Loans that are being exchanged in accordance with Section 3(a) hereof up to and including the Amendment Effective Date; (iv) for distribution to each Exchanging Term Lender and each Revolving Lender party hereto, an amendment fee equal to 0.125% of the sum of the aggregate principal amount of each such Lender’s aggregate outstanding Existing Term Loans and Revolving Commitments (whether used or unused) as of the date hereof; and (iiiv) each Credit Party shall have performed and complied with all for distribution to the Additional Term Lender, as fee compensation for the funding of the termsAdditional Term Lender’s Additional Term B-1 Loans, covenantsa closing fee in an amount equal to 0.25% of the stated principal amount of the Additional Term Lender’s Additional Term B-1 Loans, agreements and conditions to be performed or complied with by it on or prior payable to the Second Additional Term Lender from the proceeds of its Additional Term B-1 Loans as and when funded on the Amendment Effective Date; such closing fee will be in all respects fully earned, due and payable on the Amendment Effective Date and non-refundable and non-creditable thereafter; and (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, i) to the extent that requested by the Administrative Agent or any schedules Lender, there shall have been delivered to the Purchase Agreement are incomplete Administrative Agent or inaccurate as of such Lender documentation and other information that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Second Amendment Effective Date, the Credit Parties shall deliver updated schedulesPatriot Act.

Conditions to Effectiveness of Amendment. The (a) This Amendment, including the amendments to set forth in Section 4 and the Amended Purchase Agreement acknowledgements, consents and agreements set forth in this Section 5, shall become effective on the date (the “Amendment shall be effective as of the Second Amendment No. 2 Effective Date subject only to the satisfaction of Date”) on which each of the following conditionsconditions are satisfied or waived by the applicable party; provided that (x) Sections 1 and 2 of this Amendment shall not become operative until each of the conditions set forth in Section 8 of this Amendment have been satisfied or waived by the applicable party and (y) Section 3 of this Amendment shall not become operative until each of the conditions set forth in Section 9 of this Amendment have been satisfied or waived by the applicable party: (ai) The Purchasers the Administrative Agent shall have received executed signature pages to this Amendment from the Required Lenders, Holdings, the Borrower, each other Credit Party that is party to a Credit Document, Citibank, N.A., in its capacity as Administrative Agent, Collateral Agent, Swingline Lender, Revolving Letter of Credit Issuer and Deposit Letter of Credit Issuer and JPMorgan Chase Bank, N.A., in its capacity as Revolving Letter of Credit Issuer; (ii) payment by the Borrower to the Administrative Agent, for the account of each Lender (other than any Defaulting Lender and any Posting Lender) that has returned an executed signature page to this Amendment to the Administrative Agent at or prior to 12:00 p.m., New York City time on April 7, 2011 (the “Consent Deadline”) consenting to the amendments set forth in Section 4 and the acknowledgements and consents set forth in Section 5, an amendment fee (the “Amendment Fee”) in an amount equal in the case of Term Loans, Deposit L/C Loans and Revolving Credit Commitments, 0.50% of the sum of aggregate principal amount of the Term Loans, Deposit L/C Loans and the Revolving Credit Commitment of such Lender outstanding or in effect, as applicable, as of the Consent Deadline (it being understood that the Borrower shall have no liability to pay the Amendment Fee if the Amendment No. 2 Effective Date does not occur); (iii) the Borrower shall have received from Parent repayment of $770,000,000 of the Parent Loan previously made under the Existing SG&A Note; (iv) the Administrative Agent shall have received from Borrower a certificate of an Authorized Officer of the Borrower to the effect that representations and warranties set forth in Section 6 hereof are true and correct on and as of the Amendment No. 2 Effective Date; (v) the Administrative Agent shall have received a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors, other managers or general partner of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Amendment and the performance of the Credit Agreement and the other Credit Documents, in each case as modified by this Amendment, duly executed certified as of the Amendment No. 2 Effective Date by an Authorized Officer of each Credit Party as being in full force and effect without modification or amendment; and (vi) payment by the Credit PartiesBorrower of the reasonable costs and expenses of the Administrative Agent in connection with this Amendment (including the reasonable fees, disbursements and other charges of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP as counsel to the Purchasers and the Collateral Administrative Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent). (b) As The Administrative Agent shall notify the Borrower and the Lenders of the Second Amendment Effective Date, (i) no Default or Event of Default shall have occurred and be continuing other than as are being waived pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewith; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second Amendment No. 2 Effective Date as if made on promptly after the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedulesoccurrence thereof.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective as of on the Second Amendment Effective Date subject only to the satisfaction of first Business Day on which each of the following conditionsconditions is satisfied: (a) The Purchasers Administrative Agent shall have received (i) from each Tranche B-1 Term Lender with a Tranche B-2 Term Exchange Commitment and from Post-Closing Option Lenders having Additional Tranche B-2 Term Commitments equal in principal amount to the amount of Tranche B-1 Term Loans held by Non-Exchanging Term Lenders, (ii) from the Administrative Agent and (iii) from the Borrower and each Guarantor, either (x) a counterpart of this Amendment signed on behalf of such party (or a Consent) or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent) that such party has signed a counterpart of this Amendment. (b) As of The Administrative Agent shall have received executed Consents from the Second Required Lenders. (c) The Administrative Agent shall have received from each Additional Tranche B-2 Term Lender (other than Post-Closing Option Lenders) an executed counterpart to the applicable Joinder Agreement. (d) The Borrower shall have paid to all Tranche B-1 Term Lenders on the Amendment No. 2 Effective Date,, simultaneously with the making of Tranche B-2 Term Loans under the Credit Agreement, all accrued and unpaid interest on their Tranche B-1 Term Loans to, but not including, the Amendment No. 2 Effective Date. (e) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent, the Lenders and the Issuing Banks and dated the Amendment No. 2 Effective Date) of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, New York counsel for the Loan Parties in form and substance reasonably satisfactory to the Administrative Agent. Each of Holdings and the Borrower hereby requests such counsel to deliver such opinions. (f) The Borrower shall have paid (i) the Joint Bookrunners the fees in the amounts previously agreed in writing to be received on the Amendment No. 2 Effective Date and (ii) the Administrative Agent all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent) for which invoices have been presented at least three Business Days prior to the Amendment No. 2 Effective Date. (g) At the time of and immediately after giving effect to this Amendment no Default or Event of Default shall have occurred and be continuing other than as are being waived pursuant continuing. (h) The Administrative Agent shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the Limited Waiver extent applicable, as of a recent date by the applicable Governmental Authority (in relation to a Loan Party constituted under German law not older than 14 days and Release among certified by the parties hereto relevant commercial register) and in relation to a Luxembourg Loan Party an up-to-date excerpt from the Luxembourg Register in respect of the Luxembourg Loan Party as of the date of this Amendment and a certificate from the Luxembourg Register dated as at the date hereof stating that no judicial decision has been registered with the Luxembourg Register by application of even date herewith; article 13, items 2 to 11 and 13 and article 14 of the RCS Law, according to which the Luxembourg Loan Party would be subject to one of the judicial proceedings referred to in these provisions of the RCS Law including in particular, bankruptcy (faillite), controlled management (gestion contrôlée), suspension of payments (sursis de paiement), arrangement with creditors (concordat préventif de la faillite) and judicial liquidation (liquidation judiciaire) proceedings, (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), signature and, to the extent such concept exists, incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party, (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of Loan Documents to which it is a party, setting out, in respect of each Belgian Loan Party, the reasons why the board of directors of that any schedules Belgian Loan Party considered that the entry into this Amendment, is of the benefit to the Purchase Agreement are incomplete or inaccurate that Loan Party, certified as of the Second Amendment No. 2 Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation. (i) To the extent required and requested by any Additional Tranche B-2 Term Lenders at least three Business Days prior to the Amendment No. 2 Effective Date, the Credit Administrative Agent shall have received all documentation and other information about the Loan Parties as shall deliver updated scheduleshave been requested in writing by such Additional Tranche B-2 Term Lenders that they shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act. (j) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying as to the accuracy of the representations set forth in paragraphs (b) and (c) of Section 2 hereof. (k) The Administrative Agent shall have received a Consent to this Amendment from each Revolving Lender.

Conditions to Effectiveness of Amendment. The effectiveness of the amendments set forth in Section 2 hereof shall occur on the date of the satisfaction of the following conditions precedent (such date, the “Sixth Amendment Effective Date”): a. the Borrower Representative, each other Loan Party (other than Loan Parties incorporated in Korea) and the New Term Lenders shall have executed and delivered counterparts (or, as applicable, a Lender Consent or a Joinder) to this Amendment to the Amended Purchase Agreement Administrative Agent; b. each of the representations and warranties contained in Section 10 of this Amendment shall be effective true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Second Amendment Effective Date subject only to the satisfaction of each of the following conditions: (a) The Purchasers shall have received this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent. (b) As of the Second Sixth Amendment Effective Date,; (i) c. at the time of and immediately after giving effect to this Amendment and the transactions occurring on the Sixth Amendment Effective Date, no Default or Event of Default exists; d. the Administrative Agent shall have occurred received a certificate dated the Sixth Amendment Effective Date and be continuing other than as signed by a Responsible Officer of the Borrower Representative, confirming compliance with the conditions set forth in Sections 7(b) and 7(c) hereof, confirming that the applicable conditions under Section 2.18(a) and Section 4.02 of the Existing Credit Agreement are being waived pursuant satisfied in respect to the Limited Waiver Refinancing Term Loans and Release among appending the parties hereto and dated of even date herewithresolutions adopted by the Borrowers approving the Refinancing Term Loans; (ii) e. the representations and warranties Administrative Agent shall have received a solvency certificate dated as of the Credit Parties contained Sixth Amendment Effective Date in ARTICLE V substantially the form of Exhibit H of the Amended Purchase Credit Agreement and in the other Operative Documents shall be true and correct as from a Financial Officer of the Second Parent certifying as to the matters set forth therein; f. the Administrative Agent shall have received, on behalf of itself and the Lenders on the Sixth Amendment Effective Date Date, a customary written opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel for the Parent, the Borrowers and each other Loan Party (A) dated the Sixth Amendment Effective Date, (B) addressed to the Administrative Agent, the Amendment Arrangers and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and the Amendment Arrangers covering such matters relating to this Amendment; a. the Administrative Agent shall have received for distribution to ▇▇▇▇▇▇▇ Sachs Bank USA, in its capacity as if made Amendment Arranger, all fees and expenses agreed to by the Borrowers or the Borrower Representative that are due and payable on or before the Second Sixth Amendment Effective Date (except including reasonable and documented out-of-pocket fees, expenses and disbursements of legal counsel) in each case to the extent expressly made as of a notified to the Borrower Representative at least three (3) Business Days prior date (other than to the Closing Date, which shall be read to be the Second Sixth Amendment Effective Date; b. the Term Borrowers shall have applied, concurrently with the exchange of the Exchanged Term Loans with Refinancing Term Loans, the Net Proceeds of the Refinancing Term Loans (if any), in which case such representations and warranties shall be true and correct as of such earlier date), together with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it cash on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), andhand, to prepay in full the extent that any schedules outstanding principal amount of all Non-Exchanged Term Loans, to pay accrued and unpaid interest payable on all Existing Term Loans to (and excluding) the Purchase Agreement are incomplete or inaccurate as of the Second Sixth Amendment Effective Date, and (if applicable) to pay amounts owing on the Non-Exchanged Term Loans under Section 3.06 of the Existing Credit Parties shall deliver updated schedulesAgreement, in each case as of the Sixth Amendment Effective Date.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective as of on the Second Amendment Effective Date subject only to the satisfaction of first Business Day on which each of the following conditionsconditions is satisfied: (a) The Purchasers Administrative Agent shall have received (i) from each Existing Tranche B-3 Term Loan Lender with a Tranche B-4 Term Loan Commitment and from Additional Tranche B-4 Term Loan Lenders having Additional Tranche B-4 Term Loan Commitments equal in principal amount to the amount of Existing Tranche B-3 Term Loans held by Non-Consenting Existing Tranche B-3 Term Loan Lenders and Post-Closing Option Tranche B-4 Lenders, (ii) from the Administrative Agent, (iii) from the Required Lenders and (iv) from the Borrowers and each Guarantor, either (x) a counterpart of this Amendment signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent.) that such party has signed a counterpart of this Amendment; (b) As of The Borrowers shall have paid to all Existing Tranche B-3 Term Loan Lenders on the Second Fifth Amendment Effective Date,, simultaneously with the making of Tranche B-4 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Tranche B-3 Term Loans to, but not including, the Fifth Amendment Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, special counsel to the Borrowers. The Borrowers, the other Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrowers shall have paid (i) the Agents the fees in the amounts previously agreed in writing to be received on the Fifth Amendment Effective Date, and (ii) the Administrative Agent and the Fifth Amendment Agreement Arrangers as applicable, all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Fifth Amendment Agreement Arrangers) of the Administrative Agent and the Fifth Amendment Agreement Arrangers, as applicable, for which invoices have been presented prior to the Fifth Amendment Effective Date; (e) At the time of and immediately after giving effect to the Amendment, no Default or Event of Default shall have occurred and be continuing other than continuing. (f) The Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to the Mortgaged Properties (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrowers and the applicable Credit Party relating thereto) and, if any such Mortgaged Property is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as are being waived a special flood hazard area with respect to which flood insurance has been made available under the Flood Insurance Laws, evidence of flood insurance to the extent required pursuant to the Limited Waiver and Release among Credit Agreement all by the parties hereto and dated of even date herewithFifth Amendment Effective Date; (g) The Administrative Agent shall have received the results of (i) searches of the Uniform Commercial Code filings (or equivalent filings) and (ii) the representations bankruptcy, judgment, tax and warranties of intellectual property lien searches, made with respect to the Credit Parties contained in ARTICLE V the states of formation of such Person, together with (in the case of clause (i)) copies of the Amended Purchase Agreement financing statements (or similar documents) disclosed by such search; (h) The Administrative Agent (or its counsel) shall have received (i) (A) a certificate of each of Holdings and in the other Operative Documents shall be true and correct as of Borrowers, dated the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Fifth Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers substantially in the form of updated Schedules Exhibit G to the Purchase Credit Agreement, with appropriate insertions, executed by any Authorized Officer (or in the case of Holdings any Director or authorized agent of Holdings) and the Secretary or any Assistant Secretary of Holdings or the Borrowers (or in the case of Holdings any Director or authorized agent of Holdings), as applicable, and attaching the documents referred to in the following clause (B), and (B) (x) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrowers (or a duly authorized committee thereof) authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and (II) in the case of the Borrowers, the extensions of credit contemplated hereunder, (y) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and the Borrowers and (z) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings and the Borrowers executing the Credit Documents to which it is a party or (ii) a certificate of Holdings on behalf of each Borrower, dated the Fifth Amendment Effective Date and executed by an Authorized Officer of Holdings, certifying that, except as otherwise indicated therein, there have been no amendments, supplements or modifications since the Closing Date to the documents delivered on the Closing Date pursuant to Sections 6.3 and 6.4 of the Credit Agreement; (i) Each Lender that so requests and the Administrative Agent shall have received (and shall be reasonably satisfied with) (i) at least two (2) days prior to the Fifth Amendment Effective Date, such documentation and information as is reasonably requested in writing at least seven (7) Business Days prior to the Fifth Amendment Effective Date by the Administrative Agent about the Credit Parties to the extent the Administrative Agent and Holdings in good faith mutually agree is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act and (ii) at least three (3) Business Days prior to the Fifth Amendment Effective Date, from each Borrower, if it qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Borrower; and (iiij) each Credit Party The Administrative Agent shall have performed and complied with all received a certificate from the Chief Executive Officer, President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, or any other senior financial officer of Holdings or the terms, covenants, agreements and conditions to be performed or complied with by it on or prior Borrowers to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, effect that after giving effect to the extent that any schedules Fifth Amendment Agreement, Holdings on a consolidated basis with the Restricted Subsidiaries is Solvent; and (k) The Administrative Agent shall have received a Notice of Borrowing with respect to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedulesTranche B-4 Term Loans.

Conditions to Effectiveness of Amendment. The amendments Bank’s willingness to agree to the Amended Purchase Agreement amendments set forth in this Amendment shall be effective as of the Second Amendment Effective Date is subject only to the prior satisfaction of each of the following conditions: 1. Execution by all parties and delivery to the Bank of this Amendment, the Consent of Guarantor, the Restated Note, and an Incumbency Certificate. MEDPACE INTERMEDIATECO, INC., a Delaware corporation (the “Guarantor”) consents to the provisions of the foregoing Amendment No. 6 to Loan Documents (the “Amendment”) and all prior amendments (if any) and confirms and agrees that: (a) The Purchasers shall have received this the Guarantor’s obligations under its Guaranty Agreement dated as of September 30, 2019 (the “Guaranty”), relating to the Obligations referenced in the Amendment, duly executed shall be unimpaired by the Credit Parties, the Purchasers and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent. Amendment; (b) As the Guarantor has no defenses, set offs, counterclaims, discounts or charges of any kind against the Second Amendment Effective Date, (i) no Default Bank, its officers, directors, employees, agents or Event of Default shall have occurred and be continuing other than as are being waived pursuant attorneys with respect to the Limited Waiver Guaranty; and Release among the parties hereto and dated of even date herewith; (iic) the representations and warranties of the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements conditions and conditions to be performed or complied with by it on or prior covenants in the Guaranty remain unaltered and in full force and effect and are hereby ratified and confirmed and apply to the Second Amendment Effective Date Obligations, as modified by the Amendment. The Guarantor certifies that all representations and warranties made in the Guaranty are true and correct. The Guarantor hereby confirms that any collateral for the Obligations, including liens, security interests, mortgages, and pledges granted by the Guarantor or third parties (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writingif applicable), andshall continue unimpaired and in full force and effect, shall cover and secure all of the Guarantor’s existing and future Obligations to the extent Bank, as modified by this Amendment. By signing below, the Guarantor agrees that this Consent, the Guaranty, the other Loan Documents, any schedules amendments thereto and any other information, notice, signature card, agreement or authorization related thereto (each, a “Communication”) may, at the Bank’s option, be in the form of an electronic record. Any Communication may, at the Bank’s option, be signed or executed using electronic signatures. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Bank of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format) for transmission, delivery and/or retention. The Guarantor acknowledges and agrees that the methods for delivering Communications, including notices, under the Guaranty and the other Loan Documents include electronic transmittal to any electronic address provided by any party to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedulesother party from time to time.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective as of on the Second date (the “Amendment No. 1 Effective Date subject only to the satisfaction of each of Date”) on which the following conditionsconditions are satisfied, or waived by the Administrative Agent in its sole discretion: (a) The Purchasers Administrative Agent shall have received from (i) each Lender and (ii) each Loan Party a duly executed counterpart of this Amendment signed on behalf of such party (which may include facsimile or other electronic transmission of a signed signature page of this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent). (b) As The Administrative Agent shall have received from the Borrower the Extension Fee set forth in Section 2.12(c) of Annex I attached hereto. (c) The Administrative Agent shall have received a favorable written opinion of (i) ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Loan Parties, (ii) Walkers Bermuda, Bermuda counsel for the Loan Parties, and (iii) Cains Advocates Limited, Isle of Man counsel for the Loan Parties, in each case (A) dated the Amendment No. 1 Effective Date, (B) addressed to the Administrative Agent, the Collateral Agent and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Documents as the Administrative Agent shall reasonably request. (d) The Borrower shall have paid (i) all reasonable, documented and invoiced fees payable to the Administrative Agent or any affiliate thereof as agreed between the Administrative Agent and the Borrower (including, without limitation, the fees set forth in the Engagement Letter, dated as of April 29, 2020, between the Borrower and Bank of America, N.A. (the “Amendment Engagement Letter”)), and (ii) all reasonable fees, expenses and disbursements of ▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇ PLLC, as counsel for the Administrative Agent, incurred in connection with the preparation, negotiation and execution of this Amendment to the extent invoiced at least one (1) Business Day prior to the date hereof, subject to any fee cap set forth in the Amendment Engagement Letter. (e) The Administrative Agent shall have received a certificate from a Responsible Officer of the Second Borrower certifying as to the matters set forth in Section 2 hereof. (f) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Amendment No. 1 Effective Date and certifying: (i) a copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, (1) if available from an official in such jurisdiction, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, or (2) otherwise certified by the Secretary or Assistant Secretary of such Loan Party or other person duly authorized by the constituent documents of such Loan Party, (ii) a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of such Loan Party as of a recent date from such Secretary of State (or other similar official), (iii) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Amendment No. 1 Effective Date and at all times since a date prior to the date of the resolutions de-scribed in clause (iv) below, (iv) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents dated as of the Amendment No. 1 Effective Date to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Amendment No. 1 Effective Date, (iv) no Default as to the incumbency and specimen signature of each officer executing any Loan Document or Event any other document delivered in connection herewith on behalf of Default such Loan Party, (vi) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party, and (vii) such other documents as the Administrative Agent and the Lenders on the Amendment No. 1 Effective Date may reasonably request (including tax identification numbers and addresses). (g) The Lenders shall have occurred and be continuing other than as are being waived pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewith; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except to the extent expressly made as of received a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers solvency certificate substantially in the form of updated Schedules Exhibit C to the Purchase Agreement; and (iii) each Credit Party shall have performed Agreement and complied with all signed by a Financial Officer of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to Borrower confirming the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as solvency of the Second Borrower and its Subsidiaries on a consolidated basis, in each case, after giving effect to this Amendment Effective Date, on the Credit Parties shall deliver updated schedules.Amendment No. 1

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this Amendment shall be effective as effectiveness of the Second Amendment Effective Date amendments set forth in Section 2 above is subject only to the satisfaction of (or waiver by each Consenting Lender and Consenting Issuing Bank party hereto) of the following conditions:conditions precedent (the date of such satisfaction or waiver being the “Amendment No. 2 Effective Date”): (a) The Purchasers Agent shall have received counterparts of this Amendment, duly Agreement executed by a Responsible Officer of each Loan Party and a duly authorized officer of the Credit Parties, the Purchasers and the Collateral Agent, each Consenting Lender and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agenteach Consenting Issuing Bank. (b) As The Lead Borrower shall have paid all reasonable and documented out-of-pocket fees and expenses of the Second Agent and the Consenting Lenders (including, without limitation, such legal fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Canada LLP as counsel to the Agent) incurred in connection with the preparation, execution and delivery of this Amendment Effective Date,and the other instruments and documents to be delivered hereunder. (ic) no Default or Event Each of Default shall have occurred and be continuing other than as are being waived pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewith; (ii) the representations and warranties of the Credit Loan Parties contained in ARTICLE V Section 3 of this Amendment are true and correct in all material respects as of the Amended Purchase Agreement Amendment No. 2 Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in the other Operative Documents which case such representations and warranties shall be true and correct in all material respects as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (such earlier date) and except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date)such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; andall respects. (iiid) each Credit Party shall have performed No Default or Event of Default has occurred and complied with all of is continuing on the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the Second Amendment No. 2 Effective Date (other than any failure immediately prior to perform giving effect to this Amendment) or comply with such terms, covenants, agreements and conditions which the Purchasers would result immediately after giving effect to this Amendment. (e) The Agent shall have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as received a certificate of the Second Lead Borrower, dated the Amendment No. 2 Effective Date, executed by a Responsible Officer of the Lead Borrower certifying compliance with the requirements set forth in clauses (c) and (d) of this Section 4. (f) The Lead Borrower shall have paid to the Agent, for the ratable account of each Consenting Lender, a consent fee equal to 0.15% of the aggregate principal amount of Revolving Credit Parties shall deliver updated schedulesCommitments held by such Consenting Lender immediately prior to giving effect to this Amendment.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective as of the Second Amendment date (the “Effective Date subject only to the satisfaction of each of Date”) on which the following conditionsconditions are satisfied: (a) The Purchasers Administrative Agent shall have received counterparts of this Amendment, Amendment duly executed and delivered by the Credit PartiesBorrower, each Subsidiary Guarantor, the Purchasers Issuing Bank and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agenteach Lender. (b) As The Administrative Agent shall have received reimbursement for all of its reasonable out-of-pocket costs and expenses in accordance with Section 2.4 hereto. (c) The Administrative Agent shall have received, for its account and on account of each Lender, all fees in connection with this Amendment in accordance with any fee letter or commitment letter, between the Borrower and ING or the Borrower and any Lender. (d) The Borrower shall have paid to the Administrative Agent and the Lenders all accrued but unpaid interest as of the Second date hereof, calculated at the rate set forth in the Credit Agreement (for clarity, without giving effect to the Amendment). (e) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated as of the date hereof) of ▇▇▇▇▇ & ▇▇▇▇▇▇, LLP, counsel for the Obligors, in form and substance reasonably acceptable to the Administrative Agent and covering this Amendment Effective Date,and any other matter as the Administrative Agent may reasonably request (and the Borrower hereby instructs such counsel to deliver such opinion to the Lenders and the Administrative Agent). (f) The Administrative Agent shall have received: (i) a certificate, from the secretary of each Obligor, that there has been no Default or Event of Default shall have occurred and be continuing other than as are being waived pursuant change to the Limited Waiver and Release among the parties hereto and dated organizational documents of even date herewith; each Obligor delivered as of February 22, 2011, (ii) the representations signature and warranties incumbency certificates of the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as officers of such earlier date)Person executing this Amendment, with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all resolutions of the termsboard of directors or similar governing body of each Obligor approving and authorizing the execution, covenantsdelivery and performance of this Amendment, agreements (iv) a good standing certificate from the applicable Governmental Authority of each Obligor’s jurisdiction of incorporation, organization or formation and conditions in each jurisdiction in which it is qualified as a foreign corporation or other entity to be performed or complied with by it on or do business, each dated a recent date prior to the Second Amendment Effective Date date hereof, and (v) such other than any failure to perform documents and certificates as the Administrative Agent or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, its counsel may reasonably request relating to the extent that organization, existence and good standing of the Obligors, the authorization of this Amendment and any schedules other legal matters relating to the Purchase Agreement are incomplete or inaccurate as of Obligors, all in form and substance satisfactory to the Second Amendment Effective Date, the Credit Parties shall deliver updated schedulesAdministrative Agent and its counsel.

Conditions to Effectiveness of Amendment. The obligations of the Lender to make Incremental Term Loan under the Amended Facility Agreement and the amendments to the Amended Purchase Facility Agreement contained in this Amendment Sections 1 and 2 hereof, in each case, shall be become effective as of the Second first date (the “Amendment No. 1 Effective Date subject only to the satisfaction of each of Date”) on which the following conditions:conditions shall have been satisfied (or waived by the Lender): (a) The Purchasers the Lender shall have received executed counterparts of this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent.; (b) As the Lender shall have received a certificate of an Authorized Officer certifying that the Second Amendment Effective Date,conditions in clause (c), clause (d), clause (e) and clause (f) of this Section 4 have been satisfied; (ic) no Default or Event of Default shall have occurred and or would reasonably be continuing other than as are being waived pursuant expected to the Limited Waiver and Release among the parties hereto and dated of even date herewithresult from this Amendment; (iid) the representations immediately prior to and warranties after giving effect to this Amendment, each representation and warranty by any Loan Party or any of the Credit Parties its Subsidiaries contained herein or in ARTICLE V any other Facility Document is true, correct and complete in all material respects (without duplication of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct any materiality qualifier contained therein) as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (such date, except to the extent that such representation or warranty expressly made as of a prior relates to an earlier date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case event such representations and warranties shall be true were true, correct and correct complete in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date); (e) there shall not exist any Proceeding, with updated qualifications and exceptions order, injunction or decree of any Governmental Authority or in any court restraining or prohibiting (or attempting to such representations and warranties as restrain or prohibit) the execution of this Amendment or the Second Amendment Effective Date being disclosed to the Purchasers in the form funding of updated Schedules to the Purchase Agreementany Incremental Term Loan hereunder; and (iiif) each Credit Party there shall not exist any material breach by Borrower of its obligations under the Merger Agreement and there shall not have performed and complied with all been any Change of Recommendation (as defined in the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writingMerger Agreement), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedules.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective as of on the Second Amendment Effective Date subject only to the satisfaction of first Business Day on which each of the following conditionsconditions is satisfied: (a) The Purchasers Administrative Agent shall have received (i) from each Existing Term Loan Lender with a Tranche B-1 Term Loan Commitment and from Additional Tranche B-1 Term Loan Lenders having Additional Tranche B-1 Term Loan Commitments equal in principal amount to the amount of Existing Term Loans held by Non-Consenting Existing Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, (iii) from the Required Lenders and (iv) from the Borrowers and each Guarantor, either (x) a counterpart of this Amendment signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent.) that such party has signed a counterpart of this Amendment; (b) As of The Borrowers shall have paid to all Existing Term Loan Lenders on the Second Amendment No. 1 Effective Date,, simultaneously with the making of Tranche B-1 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 1 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Borrowers. The Borrowers, the other Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrowers shall have paid (i) the Agents the fees in the amounts previously agreed in writing to be received on the Amendment No. 1 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Agents) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 1 Effective Date; (e) At the time of and immediately after giving effect to the Amendment no Default or Event of Default shall have occurred and be continuing other than continuing; (f) The Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to the Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrowers and the applicable Credit Party relating thereto) and, if any such Mortgaged Property is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as are being waived a special flood hazard area with respect to which flood insurance has been made available under the Flood Insurance Laws, evidence of flood insurance to the extent required pursuant to the Limited Waiver and Release among Credit Agreement all by the parties hereto and dated of even date herewith;Amendment No. 1 Effective Date; and (iig) The Administrative Agent (or its counsel) shall have received (i) (A) a certificate of each of Holdings and the representations and warranties of Borrowers, dated the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second Amendment No. 1 Effective Date as if made on the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers substantially in the form of updated Schedules Exhibit G to the Purchase Credit Agreement; and , with appropriate insertions, executed by any Authorized Officer (iiior in the case of Holdings any Director or authorized agent of Holdings) each Credit Party shall have performed and complied with all the Secretary or any Assistant Secretary of Holdings or the Borrowers (or in the case of Holdings any Director or authorized agent of Holdings), as applicable, and attaching the documents referred to in the following clause (B) and (B) (x) a copy of the termsresolutions of the board of directors or other managers of Holdings and the Borrowers (or a duly authorized committee thereof) authorizing (I) the execution, covenantsdelivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and conditions (II) in the case of the Borrowers, the extensions of credit contemplated hereunder, (y) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and the Borrowers and (z) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings and the Borrowers executing the Credit Documents to be performed which it is a party or complied with (ii) a certificate of Holdings on behalf of each Borrower, dated the Amendment No. 1 Effective Date and executed by it on an Authorized Officer of Holdings, certifying that, except as otherwise indicated therein, there have been no amendments, supplements or prior modifications since the Closing Date to the Second Amendment Effective documents delivered on the Closing Date (other than any failure pursuant to perform or comply with such terms, covenants, agreements Sections 6.3 and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as 6.4 of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedulesAgreement.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in Section 3 of this Amendment shall be become effective as of the date (the “Second Amendment Effective Date subject only to the satisfaction of each of Date”) on which the following conditionsconditions have been satisfied or waived: (a) The Purchasers Administrative Agent (or its counsel) shall have received this Amendment, (i) a duly executed by and completed counterpart hereof that bears the Credit Partiessignature of the Borrower and each other Loan Party, the Purchasers and the Collateral Agent, and the Amendment Fee Notes, (ii) a duly executed by and completed counterpart hereof that bears the Borrowers, signature of the Purchasers Administrative Agent and (iii) a duly executed and completed counterpart hereof that bears the Collateral Agent.signature of each of the Lenders party hereto (comprising the Required Lenders) and each Incremental Revolving Lender; (b) As The Administrative Agent shall have received an Acknowledgment and Confirmation in the form of Annex I hereto from an authorized officer of each Loan Party; (c) The Administrative Agent shall have received (i) reimbursement of reasonable and documented out of pocket expenses (to the extent invoiced no later than three Business Days prior to the Second Amendment Effective Date, (i) no Default or Event in connection with this Amendment and the other transactions contemplated hereby in accordance with Section 9.03 of Default shall have occurred and be continuing other than as are being waived pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewith; Credit Agreement, (ii) on behalf of itself, BMO Capital Markets Corp., as lead arranger, and each Lender consenting to this Amendment, the representations and warranties of the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct fees owed to it, BMO Capital Markets Corp. and/or such Lender pursuant to that certain mandate letter, dated as of March 31, 2020, between the Second Amendment Effective Date as if made Borrower and BMO Capital Markets Corp. and (iii) on behalf of each Lender, all accrued interest on outstanding Loans on the Second Amendment Effective Date (except to the extent expressly made as of and, if such Lender is a prior date (other than the Closing DateRevolving Lender, which shall be read to be the Second Amendment Effective Date), in which case such representations all commitment fees and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as participation fees payable under Section 2.12 of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Credit Agreement; and, whether or not any such amounts are then due and payable; (iiid) each Credit Party The Administrative Agent shall have performed and complied with all received a certificate of the termseach Loan Party, covenants, agreements and conditions to be performed or complied with by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate dated as of the Second Amendment Effective Date, in form and substance reasonably acceptable to the Administrative Agent, executed by any Responsible Officer of such Loan Party, and including or attaching a copy of (i) each Organizational Document of each Loan Party, certified, to the extent applicable, as of a recent date by the applicable Governmental Authority, (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing this Amendment, (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment and the Loan Documents to which it is a party, in each case, certified as of the Second Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation, as applicable; (e) The Administrative Agent shall have received a certificate of the chief financial officer or treasurer (or other comparable officer) of Holdings certifying the solvency, after giving effect to this Amendment, of Holdings and its Subsidiaries on a consolidated basis in substantially the form of Exhibit E to the Amended Credit Agreement; (f) The Administrative Agent shall have received the executed legal opinion (addressed to the Administrative Agent, the Lenders and the Issuing Banks and dated the Second Amendment Effective Date) of (i) ▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, New York counsel to the Loan Parties, and (ii) ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, Georgia counsel to the Loan Parties, in each case, in form and substance reasonably satisfactory to the Administrative Agent; (g) The Administrative Agent shall have received at least two (2) Business Days prior to the Second Amendment Effective Date all documentation and other information about the Loan Parties as shall deliver updated scheduleshave been reasonably requested in writing at least five (5) Business Days prior to the Second Amendment Effective Date by the Administrative Agent required by regulatory authorities under applicable Anti-Money Laundering Laws, including the USA PATRIOT Act and other “know your customer” rules and regulations; and (i) Section 2.20(a)(A) shall be satisfied with respect to the Incremental Revolving Commitment, (ii) the Borrower shall be in compliance on a Pro Forma Basis (both before and after giving effect to the Incremental Revolving Commitment and any actual drawings thereunder on the Second Amendment Effective Date) with the Financial Performance Covenant as of the last day of the most recently ended Test Period (with any proceeds of the Incremental Revolving Commitment and any Cure Amounts to be excluded for purposes of the cash component of the Total Net Leverage Ratio) and (iii) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (i) and (ii) above, together with reasonably detailed calculations demonstrating compliance with clause (ii) above.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective (as of the Second Amendment date first set forth) above on the date (the "Effective Date subject only to the satisfaction of each of the following conditionsDate") upon: (a) The Purchasers shall have the Administrative Agent having received this Amendmentcounterparts hereof, duly executed and delivered by the Credit Partieseach Borrower, the Purchasers Documentation Agent, the Administrative Agent, each Subsidiary Guarantor and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent.Majority Lenders; (b) As of the Second Amendment Effective Date, (i) no Default or Event of Default shall have occurred and be continuing other than as are being waived pursuant Company having paid to the Limited Waiver and Release among Administrative Agent the parties hereto and dated Amendment Fee specified in subsection 5.2 of even date herewiththis Amendment; (iic) the representations Documentation Agent having received counterparts of the Amended and warranties Restated Collateral Agreement, duly executed and delivered by the Company and each Subsidiary Guarantor, in a form reasonably satisfactory to the Administrative Agent and the Company; (d) the Documentation Agent having received the results of a recent lien search in each of the jurisdictions where Collateral of the Company or its Subsidiary Guarantors, which are Domestic Subsidiaries, is located, and such search having revealed no liens on any of the Collateral of the Company or such Subsidiary Guarantors except for liens permitted by subsection 14.3 of the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it discharged on or prior to the Second Amendment Effective Date pursuant to documentation satisfactory to the Documentation Agent; and (e) each document (including any Uniform Commercial Code financing statement) required by the Security Documents or under law or reasonably requested by the Documentation Agent to be filed, registered or recorded in order to create in favor of the Documentation Agent, for the benefit of the Lenders, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than any failure with respect to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as Liens expressly permitted by subsection 14.3 of the Second Amendment Effective DateCredit Agreement) shall be in proper form for filing, the Credit Parties shall deliver updated schedulesregistration or recordation.